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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)
November 14, 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. ☐
As previously disclosed in a Current Report on
Form 8-K filed with the SEC on May 30, 2025 (the “Original 8-K”), on May 27, 2025, ENDRA Life Sciences Inc. (the “Company”)
received a notification letter from the Nasdaq Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that its amount of stockholders’ equity had fallen below the $2,500,000 required minimum for continued listing
set forth in Nasdaq Listing Rule 5550(b)(1) (the “Rule”).
As noted in the Original 8-K, the Company had
until July 11, 2025 to provide Nasdaq with a specific plan to achieve and sustain compliance. The Company submitted its plan to regain
compliance on July 11, 2025 and subsequently provided the Staff with additional materials. On October 31, 2025, the Company received written
notice that, based on review of the compliance plan and additional materials, the Staff had granted the Company an extension to November
24, 2025 to regain compliance with the Rule. The Company is filing this Current Report on Form 8-K (this “Report”) to provide
an update to its compliance with the Rule.
On October 15, 2025, the Company closed a private
placement offering (the “Offering”) of an aggregate of 744,340 shares of common stock of the Company, par value $0.0001 per
share (the “Common Stock”), or prefunded warrants in lieu thereof, and warrants to purchase an aggregate of up to 1,488,680
shares of Common Stock at a per share exercise price of $6.32 (or $6.81 in respect of warrants purchased by a member of the Company’s
board of directors), for gross proceeds of approximately $4.9 million. On October 23, 2025, the Company announced that it had launched
its digital asset treasury strategy by the purchase of 78,863.1 HYPE tokens.
Additionally, on October 29, 2025, the Company
entered into an At-The-Market Issuance Sales 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 Common Stock for aggregate gross proceeds of up to
$1,750,000.
As a result of the Offering, as of the date of
this Current Report on Form 8-K, the Company believes it has regained compliance with the minimum $2.5 million stockholders’ equity
requirement for continued listing as set forth in the Rule.
Nasdaq will continue to monitor the Company’s
ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not
evidence compliance, it may be subject to delisting.
Forward-Looking Statements
All statements in this Current Report on Form 8-K that are not based
on historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. 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 terms such as “approximate,” “anticipate,”
“attempt,” “believe,” “could,” “estimate,” “expect,” “forecast,”
“future,” “goal,” “hope,” “intend,” “may,” “plan,” “possible,”
“potential,” “project,” “seek,” “should,” “will,” “would,” or
other comparable terms (including the negative of any of the foregoing), although some forward-looking statements are expressed differently.
Each forward-looking statement contained in this Current Report on Form 8-K is subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others:
expectations regarding our DAT strategy and ability to execute such strategy successfully; our limited commercial and DAT experience,
limited cash and history of losses; our ability to obtain adequate financing to fund our business operations or DAT strategy in the future;
risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; regulatory developments related to crypto assets and
crypto asset markets; a determination that we are an investment company under the Investment Company Act of 1940; any changes in the accounting
treatment of cryptocurrency holdings; our ability to maintain compliance with Nasdaq’s requirement to have a minimum of $2,500,000
in stockholders’ equity for continued listing as set forth in Nasdaq Listing Rule 5550(b)(1); and the other risks and uncertainties
described in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections
of the Company’s most recent Annual Report on Form 10-K and in subsequent Quarterly Reports on Form 10-Q filed with the Commission.
You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this Current
Report on Form 8-K speak only as of the date of filing, and the Company assumes no obligation to update any such forward-looking statements
to reflect actual results or changes in expectations, except as otherwise required by law.
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. |
| November 14, 2025 |
|
| |
By: |
/s/ Alexander Tokman |
| |
Name: |
Alexander Tokman |
| |
Title: |
Chief Executive Officer and Chairman |
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