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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) October 29, 2025
| 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 1.01 Entry into a Material Definitive Agreement.
On October 29, 2025, ENDRA Life Sciences Inc.
(the “Company”) entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Lucid Capital
Markets, LLC, as sales agent (“Lucid”), pursuant to which the Company may offer and sell, from time to time through Lucid,
shares of its common stock, par value $0.0001 per share, for aggregate gross proceeds of up to $1,750,000 (the “Shares”).
The offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3 (File No. 333-277058) and the related
prospectus, as supplemented by a prospectus supplement dated October 29, 2025 and filed with the Securities and Exchange Commission on
such date pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
Pursuant to the ATM Agreement, Lucid may sell
the Shares in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities
Act, including sales made directly on or through the Nasdaq Capital Market. The Company and Lucid may also agree for the Company to sell
Shares to Lucid as principal in negotiated transactions, at a purchase price agreed upon by Lucid and the Company. The offer and sale
of the Shares pursuant to the ATM Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Shares subject
to the ATM Agreement, (b) the termination of the ATM Agreement by Lucid or the Company pursuant to the terms thereof, or (c) the three-year
anniversary of the date of the ATM Agreement. The Company has no obligation to sell any of the Shares, and may at any time suspend offers
under the Agreement or terminate the Agreement.
The Company has agreed to pay Lucid a commission
of up to 3.0% of the aggregate gross proceeds from any Shares sold by Lucid and to provide Lucid with customary indemnification and contribution
rights, including for liabilities under the Securities Act. The Company also will reimburse Lucid for certain specified expenses in connection
with entering into and maintaining the ATM Agreement. The ATM Agreement contains customary representations and warranties and conditions
to the placements of the Shares pursuant thereto.
A copy of the ATM Agreement is filed as Exhibit
1.1 to this Current Report on Form 8-K, and the description of the terms of the ATM Agreement is qualified in its entirety by reference
to such exhibit. A copy of the opinion of K&L Gates LLP relating to the legality of the issuance and sale of the Shares is attached
as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Shares
in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such state.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
At-The-Market Issuance Sales Agreement by and between ENDRA Life Sciences Inc. and Lucid Capital Markets, LLC, dated October 29, 2025. |
| 5.1 |
|
Opinion of K&L Gates LLP. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. |
|
|
| October 30, 2025 |
By: |
/s/ Richard Jacroux |
| |
Name: |
Richard Jacroux |
| |
Title: |
Chief Financial Officer |
