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ENDRA Life Sciences (NDRA) proposes merger of subsidiary with Noble Africa

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
425

Rhea-AI Filing Summary

ENDRA Life Sciences Inc. disclosed a proposed merger of its subsidiary with Noble Africa LLC on June 25, 2026.

The filing states the proposed transaction involves Noble Africa LLC, a wholly‑owned subsidiary of ASP Isotopes, Inc., described as an intermediate holding company for Renergen Limited. A press release is furnished as Exhibit 99.1 and is incorporated by reference.

Positive

  • None.

Negative

  • None.

Insights

Proposed subsidiary merger announced; scope and commercial terms not disclosed.

The filing notes a proposed merger between a company subsidiary and Noble Africa LLC with a press release attached as Exhibit 99.1. The statement is limited to a disclosure under Regulation FD and does not include transaction economics or closing conditions in the excerpt.

Key dependencies are explicit: timing and terms are not included in this excerpt, and subsequent filings or the referenced press release should provide material transaction mechanics.

Filing is a Regulation FD disclosure; Exhibit 99.1 is furnished, not filed, limiting Section 18 exposure.

The Item 7.01 text states the press release is "furnished" as Exhibit 99.1 and "shall not be deemed ‘filed’" for Section 18 purposes. That preserves ordinary disclosure treatment and limits incorporation by reference.

Watch for future Form 8-K amendments or transaction‑specific filings that would disclose definitive agreements, required approvals, or material terms.

Form type Form 8-K (Item 7.01) Regulation FD disclosure
Press release date June 25, 2026 Exhibit 99.1 furnished herewith
Commission File Number 001-37969 Registrant file number on cover page
IRS Employer ID 26-0579295 Registrant identification on cover page
Regulation FD regulatory
"On June 25, 2026, ENDRA Life Sciences Inc. issued a press release announcing a proposed merger"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
Exhibit 99.1 regulatory
"A copy of the press release is included as Exhibit 99.1 hereto and is incorporated herein by reference"
Exhibit 99.1 is a label used in regulatory filings to identify a specific attached document, most often a company press release or investor presentation filed with securities regulators. For investors it matters because it marks an official, contemporaneous source of information directly tied to a filing—like the original news article pinned to a legal record—so traders and analysts treat it as an authoritative statement that can move a stock or clarify a company’s situation.
furnished (not filed) regulatory
"The information under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed""

FAQ

What did ENDRA (NDRA) announce on June 25, 2026?
ENDRA announced a proposed merger of its subsidiary with Noble Africa LLC. The disclosure was made via a press release dated June 25, 2026 and is furnished as Exhibit 99.1 to the Form 8-K.

Does the Form 8-K include transaction terms for the proposed merger?
No, the excerpt does not include transaction economics or closing conditions. The Form 8-K furnishes a press release (Exhibit 99.1); the filing text contains no pricing, consideration, or timing details.

Who is Noble Africa LLC in the NDRA filing?
Noble Africa LLC is described as a wholly‑owned subsidiary of ASP Isotopes, Inc. The filing also identifies ASP Isotopes as an intermediate holding company for Renergen Limited in the disclosed sentence.

Is the press release in the Form 8-K "filed" under Section 18 protections?
The Form 8-K explicitly states the press release is "furnished" and shall not be deemed "filed" for Section 18 purposes. That language limits liability and incorporation by reference under the Exchange Act.

Where can I find more details about the proposed merger for NDRA?
More details are expected in the press release (Exhibit 99.1) or future SEC filings. The Form 8-K excerpt furnishes the release but does not include definitive agreement terms or timing; subsequent filings may disclose them.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

  

(IRS 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
(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 (see General Instruction A.2. below):

 

☒ 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, par value $0.0001 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 7.01 Regulation FD Disclosure. 

 

On June 25, 2026, ENDRA Life Sciences Inc. (the “Company”) issued a press release announcing a proposed merger of its subsidiary with Noble Africa LLC, a wholly-owned subsidiary of ASP Isotopes, Inc. and intermediate holding company for Renergen Limited.

 

A copy of the press release is included as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The information under this Item 7.01, including Exhibit 99.1, 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 of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Number   Description
99.1   Press Release dated June 25, 2026, furnished herewith
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURE

 

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.
   
June 25, 2026  
  By: /s/ Alexander Tokman
  Name: Alexander Tokman
  Title: Chief Executive Officer and Chairman

 

2

 

Source: View Original Filing on SEC EDGAR