UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 25, 2026
ENDRA Life Sciences Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-37969 |
|
26-0579295 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 3600 Green Court, Suite 350 Ann Arbor, MI |
|
48105 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (734) 335-0468
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, $0.0001 par value per share |
|
NDRA |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On June 25, 2026, ENDRA Life Sciences Inc., a Delaware corporation
(“ENDRA” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”),
by and among ASP Isotopes Inc. (“ASPI”), a Delaware corporation, Noble Africa LLC, a Delaware limited liability company and
a direct, wholly-owned subsidiary of ASP (“Noble”), Renergen Limited, a company incorporated under the laws of the Republic
of South Africa and a direct, wholly-owned subsidiary of ASPI (“Renergen”), ENDRA, and Kruger Merger Sub LLC, a Delaware limited
liability company and a direct, wholly-owned subsidiary of ENDRA (“Merger Sub”), pursuant to which, among other matters, and
subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Noble (the
“Merger”), with Noble surviving the Merger as a direct wholly-owned subsidiary of ENDRA (the “Surviving Company”).
Concurrently with the entry into the Merger Agreement, Noble
entered into subscription agreements (“Subscription Agreements”) with ASPI and certain investors pursuant to which Noble
agreed to sell approximately (i) 4,594,218 Class A Units of Noble and/or pre-funded warrants to purchase Class A Units of Noble (the
“Pre-Funded Warrants”) to certain institutional investors and other persons and (ii) 3,054,185 Class B Units of Noble to
ASPI, at a price per unit of $6.57 (or $6.57 less the Pre-Funded Warrant exercise price of $0.0001 for the Pre-Funded Warrants), for
aggregate gross proceeds to Noble of approximately $50 million (the “Noble Investment”). Pursuant to the Subscription
Agreements, the Noble Investment shall close immediately prior to the Merger.
Additionally, prior to the effective time of the Merger (the “Effective
Time”), ASPI will contribute all of its equity interest in Renergen to Noble in exchange for 55,500,000 of Noble’s Class B
Units (the “Contribution”). The shares of Class B Common Stock (as defined below) received by ASPI upon conversion of the Class B Units in connection with the Merger
will entitle ASPI to 10 votes per share on all matters submitted to a vote of the stockholders of the Company.
Subject to the terms and conditions of the Merger Agreement, at the
Effective Time, all of the units of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become
units of the Surviving Company (“Surviving Company Units”) and ENDRA shall be admitted as the sole member of the Surviving
Company as the holder of all Surviving Company Units. Additionally, at the Effective Time, (i) each Class A Unit of Noble outstanding
immediately prior to the Effective Time (other than any units of Noble held by ENDRA, Merger Sub, Noble or any of their respective subsidiaries
(the “Excluded Company Units”), which shall be automatically cancelled), by virtue of the Merger, shall be converted into
the right to receive one share of Class A Common Stock (as defined below), as adjusted for the Reverse Stock Split (as defined below),
if applicable, (ii) each Class B Unit of Noble outstanding immediately prior to the Effective Time (other than any Excluded Company Units),
by virtue of the Merger, shall be converted into the right to receive one share of Class B Common Stock (as defined below) as adjusted
for the Reverse Stock Split (as defined below), if applicable and (iii) each Pre-Funded Warrant that is outstanding and unexercised immediately
prior to the Effective Time, will be converted into and become a warrant to purchase Class A Common Stock, and ENDRA shall assume the
terms of the Pre-Funded Warrant by which such Pre-Funded Warrant is evidenced (with changes to such documents as ASPI and ENDRA mutually
agree are appropriate to reflect the substitution of the Pre-Funded Warrant by ENDRA to purchase shares of Class A Common Stock). Pursuant
to the A&R Certificate of Incorporation (as defined below), at the Effective Time, each share of ENDRA’s common stock issued
and outstanding or held as treasury stock immediately prior to the Effective Time shall, automatically and without further action by
any ENDRA stockholder, be reclassified as one share of Class A Common Stock.
Immediately prior to the Effective Time, ENDRA shall file with the
Secretary of State of the State of Delaware an amended and restated Certificate of Incorporation (the “A&R Certificate of Incorporation”),
pursuant to which ENDRA will be renamed Noble Africa Inc. The A&R Certificate of Incorporation will establish two classes of common
stock, consisting of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and Class B common stock,
par value $0.0001 per share (“Class B Common Stock”). The A&R Certificate of Incorporation will authorize 1,000,000,000
shares of Class A Common Stock, 200,000,000 shares of Class B Common Stock, and 50,000,000 shares of preferred stock. Pursuant to the
A&R Certificate of Incorporation, the holders of shares of Class A Common Stock and Class B Common Stock shall vote together as one
class on all matters, with each holder of Class A Common Stock entitled to one vote for each share of Class A Common Stock held as of
the applicable record date and each holder of Class B Common Stock entitled to ten votes for each share of Class B Common Stock held as
of the applicable record date. The holders of the Class A Common Stock and Class B Common Stock shall be entitled to share equally, on
a per share basis, in any dividends or other distributions declared by the Company’s Board of Directors (the “Board”).
In the event of involuntary liquidation, dissolution, distribution of assets or winding up of the Company, the assets of the Company would
be divided among and paid ratably to the holders of the Class A Common Stock and Class B Common Stock, treated as a single class. Each
share of Class B Common Stock will be convertible into one share of Class A Common Stock at the option of the holder. Additionally, each
share of Class B Common Stock shall automatically be converted into one share of Class A Common Stock upon any transfer of such Class
B Common Stock other than a Permitted Transfer (as defined in the A&R Certificate of Incorporation), or upon the affirmative vote
of the holders of a majority of the then-outstanding shares of Class B Common Stock. The A&R Certificate of Incorporation also provides
that, without the affirmative vote of the holders of a majority of the then-outstanding shares of Class B Common Stock, voting as a separate
class, in addition to any other vote required by law or the Company’s bylaws or the A&R Certificate of Incorporation, the Company
shall not, by merger, consolidation, conversion or otherwise, amend, alter, repeal, adopt any inconsistent provision with, or waive Section
4.2 of the A&R Certificate of Incorporation, which pertains to the rights and terms of the Class A Common Stock and the Class B Common
Stock, or effect any reclassification of the Class A Common Stock or Class B Common Stock. The A&R Certificate of Incorporation provides
that the Board shall be divided into three separate classes, as nearly equal in number as possible, with the first class to hold a term
expiring at the first annual meeting of the stockholders following the filing of the A&R Certificate of Incorporation (“Class
I”), the second class to hold a term expiring at the second annual meeting of the stockholders following the filing of the A&R
Certificate of Incorporation (“Class II”) and the third class to hold a term expiring at the third annual meeting of the stockholders
following the filing of the A&R Certificate of Incorporation (“Class III”). At each annual meeting of stockholders beginning
with the first annual meeting of stockholders following the filing of the A&R Certificate of Incorporation, successors to the class
of directors whose term expires at that annual meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders
to be held in the third year following the year of their election.
Immediately after the Effective Time, the Board is expected to consist
of seven directors, of which (i) one is anticipated to be the Chief Executive Officer of the Surviving Company (the “CEO Director”),
(ii) five are to be non-executive directors designated solely by Noble (the “Noble Directors”) and (iii) one is to be a non-executive
director designated solely by ENDRA (the “ENDRA Director”). Class I shall be comprised of two of the Noble Directors, Class
II shall be comprised of one of the Noble Directors and the ENDRA Director and Class III shall be comprised of two of the Noble Directors
and the CEO Director.
Pursuant to the Merger Agreement, on the closing date of the Merger
prior to the Effective Time, subject to the prior receipt of stockholder approval, ENDRA may implement a reverse stock split (the “Reverse
Stock Split”) for the purpose of maintaining compliance with Nasdaq listing standards, at a reverse split ratio approved by the
Board.
In connection with the Merger, ENDRA plans to seek the approval of
its stockholders at a special meeting (the “Special Meeting”) of, among other things, (i) the issuance of the shares of Class
A Common Stock and Class B Common Stock as the Merger Consideration, (ii) the Reverse Stock Split, (iii) the adoption of a new incentive
equity plan, and (iv) the A&R Certificate of Incorporation (all such voting proposals in this paragraph, the “ENDRA Stockholder
Matters”).
The Merger Agreement includes customary representations, warranties
and covenants, including, among others, covenants relating to (i) ENDRA’s obtaining the approval of its stockholders of the ENDRA
Stockholder Matters, (ii) ENDRA’s non-solicitation of alternative acquisition proposals, (iii) the conduct of their respective businesses
during the period between the date of signing the Merger Agreement and the Closing, (iv) ENDRA’s filing with the U.S. Securities
and Exchange Commission (the “SEC”) and causing to become effective a registration statement on Form S-4 to register the shares
of the Class A Common Stock and Class B Common Stock to be issued in connection with the Merger (the “Registration Statement”),
and (v) ENDRA’s preparing and submitting to Nasdaq an initial listing application or notification form for notifying Nasdaq of the
change in its name and the listing of the Class A Common Stock and Class B Common Stock to be issued as Merger Consideration. The representations
and warranties will not survive Closing, except with respect to intentional fraud, and there will be no escrow or price adjustments for
any breaches of the representations, warranties, and covenants of any party following Closing.
Each of ENDRA, Renergen, ASPI and Noble has agreed, subject to certain
exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into
discussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals. However,
ENDRA may provide information to any person who has made an unsolicited, bona fide written acquisition proposal, if such proposal is made
after the date of the Merger Agreement, ENDRA’s Board determines in good faith, after consultation with outside legal counsel, (i)
that such proposal would reasonably be expected to be a superior proposal and (ii) that failure to provide information in connection with
such proposal would reasonably be expected to be inconsistent with its fiduciary duties to ENDRA and ENDRA’s stockholders under
Delaware law, and such person executes and delivers a confidentiality agreement to ENDRA containing substantially the same terms and conditions
as the confidentiality agreement between ENDRA and ASPI.
Consummation of the Merger is subject to certain closing conditions,
including the accuracy of the representations and warranties of the other parties, subject to applicable materiality standards, the approval
of the ENDRA Stockholder Matters, the Registration Statement being declared effective by the SEC, the approval for listing on Nasdaq (or
any other public stock market or exchange in the United States as may be agreed by Noble and ENDRA) of the Class A Common Stock and Class
B Common Stock to be issued as the Merger Consideration, the receipt by Noble of the proceeds of the Noble Investment, Noble’s receipt
of a written consent of the U.S. Internal Development Finance Corporation (formerly known as the Overseas Private Investment Corporation)
(“OPIC”) as required under that certain Finance Agreement by and between OPIC and a subsidiary of Renergen, ENDRA’s
having an amount of cash equal to or greater than $3.8 million, ASPI having effected the Contribution, and the performance in all material
respects by the applicable parties of their agreements, obligations and covenants under the Merger Agreement required to be performed
on or prior to the date of the Closing.
The Merger Agreement contains certain termination rights of each of
ENDRA and Noble. The Merger Agreement may be terminated at any time prior to Closing by mutual written agreement between ENDRA and Noble
or by either party if Closing shall not have occurred by December 24, 2026. Either ENDRA or Noble may also terminate the Merger Agreement
if the representations or warranties of the other party were inaccurate as of the date of the Merger Agreement or become inaccurate thereafter
due to a breach of a covenant or agreement of that party prior to Closing, or if the ENDRA Stockholder Matters are not approved by the
ENDRA stockholders at the Special Meeting.
Concurrently with the Closing, the Company will enter into a registration
rights agreement and certain business continuity agreements with ASPI, including a master transaction agreement, shared services agreement,
employee matters agreement and tax sharing agreement. The master transaction agreement will contain key provisions relating to the conduct
of future transactions and govern the ongoing relationship between ASPI and the Company after the Closing, including sales of helium,
certain indemnification obligations and a requirement for the Company to maintain the same auditor and fiscal year as ASPI for so long
as ASPI is required to consolidate the financial statements of ASPI under GAAP. Under the shared services and employee matters agreements,
ASPI will provide certain administrative services to the Company in exchange for a service fee equal to the operating cost plus a margin.
At the Closing, ASPI, ASPI South Africa Proprietary Limited, a wholly
owned subsidiary of ASPI (“ASPI SA”), and Renergen, shall enter into the fifth addendum to that certain ASPI Term Loan Facility,
dated May 19, 2025, by and between ASPI, ASPI SA and Renergen, pursuant to which ASPI may provide loans to Renergen up to $200 million.
Copies of the Merger Agreement and the form of A&R Certificate
of Incorporation are filed as Exhibits 2.1 and 3.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
A copy of the form of Subscription Agreement is attached as an exhibit to the Merger Agreement filed as Exhibit 2.1 hereto and is incorporated
herein by reference. The foregoing descriptions of each of the Merger Agreement, the A&R Certificate of Incorporation and the form
of Subscription Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger
Agreement, the A&R Certificate of Incorporation and the form of Subscription Agreement, respectively. The Merger Agreement, which
includes the form of Subscription Agreement attached thereto, has been attached as an exhibit to this Current Report on Form 8-K to provide
investors and securityholders with information regarding its terms. The Merger Agreement and the Subscription Agreement are not intended
to provide any other factual information about ENDRA, ASPI, Noble or Renergen or to modify or supplement any factual disclosures about
the parties made in public reports filed with the SEC. The Merger Agreement and the Subscription Agreement include representations, warranties
and covenants of ENDRA, Noble and Renergen, made solely for the purpose of the Merger Agreement or the Subscription Agreement, as applicable,
and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement or the Subscription
Agreement, as applicable. Investors should not rely on the representations, warranties and covenants in the Merger Agreement or the Subscription
Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of ENDRA, ASPI, Noble, Renergen
or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of
any specified date, may be modified in important aspects by the underlying disclosure schedules which are not filed publicly, may be subject
to a contractual standard of materiality different from those generally applicable to SEC filings or may have been used for purposes of
allocating risk among the parties to the Merger Agreement and the Subscription Agreement, rather than establishing matters of fact.
Voting Agreements
Concurrently and in connection with the execution of the Merger Agreement,
certain stockholders of ENDRA holding an aggregate 268,395 of the outstanding shares of ENDRA common stock, entered into voting agreements
by and among Noble, the Company and such stockholders (the “Voting Agreements”). The Voting Agreements provide that the stockholders
of ENDRA shall appear for quorum purposes, vote their shares of common stock in favor of the ENDRA Stockholder Matters and vote against
any agreement, transaction or other matter that is intended to, or would reasonably be expected to impede, interfere with, delay, postpone
or materially and adversely affect the ENDRA Stockholder Matters. The Voting Agreements also provide ENDRA with an irrevocable proxy to
vote the shares of common stock covered by the Voting Agreements as required if a stockholder fails to do so.
A copy of the form of Voting Agreement has been filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Voting Agreements does not
purport to be complete and is qualified in its entirety by reference to the full text of the form of Voting Agreement.
| Item 5.01 | Changes in Control of Registrant. |
To the extent required by this Item 5.01, the information included
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
Furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference is an investor presentation prepared by Renergen in connection with the Noble Investment and that may be used by ASPI,
Renergen, Noble or ENDRA in connection with the Merger.
The information in this Item 7.01, including Exhibit 99.1 attached
hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference in any
filing of ENDRA under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
| Item 8.01. | Other Information. |
In connection with the Company’s entry into the Merger Agreement, ENDRA stockholders that participated in the Company’s October
15, 2025 private placement (the “October 2025 Private Placement”) waived their right to cause the Company to repurchase warrants
issued in the October 2025 Private Placement following a change of control of the Company for their Black-Scholes value.
About Renergen
Renergen is a South African energy company focused on the development
and commercialization of helium and liquefied natural gas (“LNG”) resources. Through its operating platform, Renergen is positioned
around the production of specialty gases and cleaner energy products that are expected to serve high-demand industrial, technology, medical,
aerospace, semiconductor, and energy markets. It provides services that include:
| ● | Helium Production and Supply: Development of helium resources designed to
address supply needs for a scarce, strategically important gas used in medical imaging, semiconductor manufacturing, aerospace, fiber
optics, leak detection, and advanced research applications. |
| ● | Liquefied Natural Gas: Production and commercialization of LNG for customers
seeking cleaner-burning energy alternatives, including applications in transportation, industrial operations, and distributed energy markets. |
| ● | Strategic Resource Development: Advancement of gas reserves that include
helium concentrations intended to provide exposure to markets characterized by constrained global supply, mission-critical end uses, and
growing demand from high-technology and energy-transition sectors. |
Renergen believes its resource base and operating strategy can position it to participate in attractive
end markets for helium and LNG. Helium’s limited global supply, specialized logistics requirements, and use in critical applications
create potential commercial opportunities for producers with scalable production and offtake capabilities. Renergen’s LNG operations
are expected to complement its helium strategy by supporting monetization of natural gas resources while serving customers seeking reliable
and lower-emission fuel alternatives.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about
future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms
such as “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potentially,” or “will” or similar expressions and the negatives of those terms. These statements include, but
are not limited to, statements relating to the proposed financing transactions discussed herein and the proposed Merger and related transactions
(collectively, the “Proposed Transactions”); the structure, timing and completion of the proposed Merger; the Proposed Transactions
and the expected effects, perceived benefits or opportunities of the Proposed Transactions; the combined company’s listing on Nasdaq
after the closing of the Proposed Transactions; expectations regarding the structure, timing and completion of the Proposed Transactions,
including investment amounts from investors, timing of closing of the Proposed Transactions, expected proceeds, expectations regarding
the use of proceeds, and impact on ownership structure; the anticipated timing of the Closing; the expected executive officers and directors of the combined company; each company’s and the combined
company’s expected cash position at the Closing and cash runway of the combined company following the Proposed Transactions; the
future operations and pipeline, estimates of financial position, competitive landscape, addressable market and strategic and financial
initiatives of the combined company; the nature, strategy and focus of the combined company; statements regarding the continuation of
Renergen’s Virginia Gas Project and its funding timeline; and other statements that are not historical fact. All statements other
than statements of historical fact contained in this communication are forward-looking statements. In addition, any statements that refer
to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking
statements. These forward-looking statements are made based on current expectations, estimates, forecasts, and projections, as well as
the beliefs and assumptions of management concerning future developments and their potential effects. There can be no assurance that future
developments affecting ENDRA, Noble, or the Proposed Transactions will be those that have been anticipated.
Actual results could differ materially from those expressed in or implied
by the forward-looking statements due to a number of risks and uncertainties, including but not limited to: the risk that the conditions
to the Closing or consummation of the Proposed Transactions are not satisfied, including the failure to timely obtain approval of the
proposed Merger from ENDRA stockholders, if at all; the risk that the proposed financings are not completed in a timely manner, if at
all; uncertainties as to the timing of the consummation of the Proposed Transactions and the ability of each of ENDRA and Noble to consummate
the Proposed Transactions; the ability to obtain debt financing on terms that are favorable, or at all; the risk that Renergen does not
receive funding from the U.S. DFC or Standard Bank SA or that such funding is delayed; risks related to ENDRA’s continued listing
on Nasdaq until the Closing of the Proposed Transactions and the combined company’s ability to remain listed following the Closing;
risks related to ENDRA’s ability to correctly estimate its respective operating expenses and its respective expenses associated
with the Proposed Transactions, as applicable, pending the Closing, as well as uncertainties regarding the impact any delay in the Closing
would have on the anticipated cash resources of ENDRA, and other events and unanticipated spending and costs that could reduce ENDRA’s
cash resources; risks related to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity
necessary to consummate the Proposed Transactions; the occurrence of any event, change or other circumstance or condition that could give
rise to the termination of the Merger Agreement; the effect of the announcement or pendency of the Merger on ENDRA’s or Renergen’s
business relationships, operating results and business generally; costs related to the Merger; risks related to the market price of ENDRA’s
common stock relative to the value suggested by the Merger; the outcome of any legal proceedings that may be instituted against ENDRA,
Noble or any of their respective directors, managers, or officers related to the Proposed Transactions; costs of the Proposed Transactions
and unexpected costs, charges or expenses resulting from the Proposed Transactions; changes in regulatory requirements and government
incentives; risks associated with the possible failure to realize, or that it may take longer to realize than expected, certain anticipated
benefits of the Proposed Transactions, including with respect to future financial and operating results, legislative, regulatory, political
and economic developments, and those uncertainties and factors; the risk of involvement in litigation, including securities class action
litigation, that could divert the attention of the management of ENDRA or the combined company, harm the combined company’s business
and may not be sufficient for insurance coverage to cover all costs and damages, the outcomes of various strategies and projects undertaken
by Renergen; the potential impact of laws or government regulations or policies in South Africa or elsewhere; Renergen’s
future capital requirements and sources and uses of cash including debt funding for Phase 2 of the Virginia Gas Project; Renergen’s ability to obtain funding for its operations and future growth; Renergen’s ability to complete Phase 1 and 2 of the Virginia
Gas Project;
Renergen’s reliance on the efforts of third parties; the financial terms of any current and future commercial arrangements; Renergen’s
ability to complete certain transactions and realize anticipated benefits from acquisitions and contracts; Renergen’s ability to comply with the terms of the loan and credit
facilities of Renergen’s subsidiary Tetra4; the ability of Renergen and its subsidiaries to retain and hire key personnel; the volatility
of LNG and liquid helium prices; Renergen's success in discovering, estimating and developing natural gas and helium reserves; actions
of competitors or regulators; limitations in the availability of, and costs of, supplies, materials, contractors and services that may
delay the drilling or completion of wells or make such wells more expensive; the amount and timing of future development costs; uncertainties
inherent in estimating quantities of natural gas and helium reserves and projecting future rates of production and timing of development
activities; risks relating to the lack of capital available on acceptable terms to finance the Renergen's continued growth; the competitive nature of Renergen’s industry,
and the other risks and uncertainties described in ENDRA’s SEC reports, and under the heading “Risk Factors” in its
most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, the factors disclosed in Part I, Item 1A. “Risk Factors”
of ASPI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (as amended) and in ASPI’s subsequent reports
filed with the SEC, each of which is available at www.sec.gov and in other filings that ENDRA and ASPI make and will make with the SEC
in connection with the Proposed Transactions, including the Form S-4 and Proxy Statement described below under “Additional
Information and Where to Find It”. The forward-looking statements contained herein speak only as of the date of this report. Except
as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events
or circumstances after the date of this report.
Important Additional Information and Where to Find It
This Current Report on Form 8-K relates to the Proposed Transactions
involving ENDRA, ASPI, Renergen and Noble and may be deemed to be solicitation material in respect of the Proposed Transactions. In connection
with the Proposed Transactions, ENDRA intends to file relevant materials with the SEC, including a registration statement on Form S-4
(the “Form S-4”) that will contain a proxy statement (the “Proxy Statement”) and prospectus. This communication
is not a substitute for the Form S-4, the Proxy Statement or for any other document that ENDRA may file with the SEC and/or send
to its stockholders in connection with the Proposed Transactions. INVESTORS AND STOCKHOLDERS OF ENDRA ARE URGED TO READ THE FORM S-4,
THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
ENDRA, ASPI, RENERGEN, NOBLE, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the
Form S-4, the Proxy Statement and other documents filed by ENDRA and ASPI with the SEC (when they become available) through the website
maintained by the SEC at www.sec.gov. ENDRA’S Internet website address is www.endrainc.com. ENDRA’s Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through the investor relations page of its
Internet website as soon as reasonably practicable after it electronically files such material with, or furnishes such material to, the
SEC. ENDRA’s Internet website and the information contained therein or connected thereto are not intended to be incorporated into
this report.
Participants in the Solicitation
ENDRA, ASPI, Renergen, Noble, and their respective directors and managers
and certain of their executive officers and other members of management may be deemed to be participants in the solicitation of proxies
from ENDRA’s stockholders in connection with the Proposed Transactions under the rules of the SEC. Information about ENDRA’s
directors and executive officers, including a description of their interests in ENDRA, is included in ENDRA’s most recent Annual
Report on Form 10-K for the year ended December 31, 2025. Information about ASPI’s directors and executive officers, including
a description of their interests in ASPI, is included in ASPI’s most recent Annual Report on Form 10-K for the year ended December 31,
2025, as amended. Additional information regarding the persons who may be deemed participants in the proxy solicitations, including the
directors and executive officers of Renergen, and a description of their direct and indirect interests, by security holdings or otherwise,
will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become
available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K and the information contained herein
are not intended to and do not constitute a solicitation of a proxy, consent or approval with respect to any securities or in respect
of the Proposed Transactions or an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase
or subscribe for any securities pursuant to the Proposed Transactions or otherwise, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law, or an exemption therefrom.
Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not
be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction,
or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet)
of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger, dated as of June 25, 2026, by and among ENDRA Life Sciences Inc., Kruger Merger Sub LLC, Renergen Limited, Noble Africa LLC and ASP Isotopes Inc. |
| 3.1 |
|
Form of A&R Certificate of Incorporation. |
| 10.1 |
|
Form of Voting Agreement. |
| 99.1** |
|
Renergen Investor Presentation. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain schedules, annexes and exhibits to the Agreement and
Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules,
annexes and exhibits to the U.S. Securities and Exchange Commission upon request. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
ENDRA LIFE SCIENCES INC. |
| |
|
|
| Date: June 26, 2026 |
By: |
/s/ Alexander Tokman |
| |
Name: |
Alexander Tokman |
| |
Title: |
Chief Executive Officer |
