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2026-03-31
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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) March 31, 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
2.02 Results of Operations and Financial Condition
On
March 31, 2026, ENDRA Life Sciences Inc. (the “Company”) issued a press release announcing its financial results for the
quarter and year ended December 31, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form
8-K.
The
information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated
March 31, 2026, furnished herewith. |
| 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. |
| |
|
| March 31, 2026 |
|
| |
By: |
/s/
Richard Jacroux |
| |
Name: |
Richard
Jacroux |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1
ENDRA Life Sciences
Reports Fourth Quarter and Full Year 2025
Financial Results and Provides Business Update
ANN ARBOR, Mich. (March
31, 2026) – ENDRA Life Sciences Inc. (NASDAQ: NDRA) (“ENDRA” or the “Company”), a
pioneer in thermoacoustic biomarker imaging for early detection and monitoring of steatotic liver disease (SLD), today reported
financial results for the quarter and year ended December 31, 2025, and provided a business update.
Business Update
| ● | Initiated Evaluation of Strategic Alternatives |
| ○ | On March 25, 2026, the Company announced that its Board of
Directors has initiated a process to evaluate strategic alternatives to maximize shareholder value. |
| ○ | The Company intends to continue executing on its strategic
and operating initiatives during the review process, and has not set a timetable for completion of the process. |
| ● | Demonstrated Strong Clinical Progress with TAEUS®
Liver |
| ○ | On November 20, 2025, ENDRA announced positive results from
its feasibility study that demonstrated the ability of TAEUS Liver, as redesigned in 2025, to accurately quantify liver fat fraction
– a key MASLD/MASH biomarker – with a Pearson correlation coefficient of r=0.89 across the full stages of steatotic disease
and BMIs. |
| ○ | On December 4, 2025, the Company announced additional feasibility
results that demonstrated TAEUS Liver’s strong concordance with MRI-PDFF, the industry’s gold standard for non-invasive liver
fat assessment, at critical liver fat fraction thresholds of 12-17% and 20-22% thereby positioning the device as a clinical SLD tool
for future use in pharmaceutical trials. |
| ○ | On February 26, 2026, the Company reported favorable results
from a new study that demonstrated the device’s robust intra-user repeatability and inter-user
reproducibility, essential factors for long-term monitoring of SLD, which now affects approximately 30% of adults worldwide. TAEUS
achieved an Intraclass Correlation Coefficient of 0.89 with standard error of measurement of 3.3% using independent operators. |
| ○ | These data support TAEUS’s
objective to deliver a standardized, accurate and repeatable liver fat test for the growing population affected by SLD. TAEUS Liver has
the potential to be deployed in routine clinical practice to address large, underserved populations and could potentially be utilized
by pharmaceutical companies for patient recruitment and follow-up in clinical trials. |
“Over the past
year we significantly strengthened the clinical foundation for TAEUS, demonstrating performance that we believe positions our technology
alongside the current standard of care, while maintaining the accessibility, scalability and cost of handheld ultrasound systems,”
said Alexander Tokman, ENDRA’s Chief Executive Officer. “We remain highly confident in the long-term potential of TAEUS and
are optimistic about the value it can deliver to patients, clinicians and our shareholders. As we evaluate strategic alternatives for
the company, our focus is on ensuring that this progress translates into maximum benefit for all stakeholders.”
Fourth Quarter Financial Results
In the fourth quarter of 2025, cash used in operations
increased to $1.6 million, compared with $1.5 million in the fourth quarter of 2024.
Operating expenses in the fourth quarter of 2025
decreased to $1.6 million, compared with $4.3 million in the same period last year. As a result, the net loss in the fourth quarter of
2025 was $3.2 million, compared with a net loss of $4.2 million in the fourth quarter of 2024.
2025 Financial Results
During 2025 the Company
benefitted from actions taken throughout 2024 to streamline operations and focus resources on core development priorities, resulting in
a significant decrease in operating expenses.
Operating expenses in
2025 decreased to $5.8 million, compared with $10.8 million in 2024, which included a $2.3 million non-cash inventory valuation charge
reflecting the Company's strategic shift to align the TAEUS Liver device with larger market opportunities. The Company reported a net
loss of $7.0 million in 2025, compared with a net loss of $11.5 million in 2024. The improvement was primarily driven by lower operating
expenses, partially offset by continued investment in the advancement of the Company’s technology and clinical programs.
As of December 31, 2025,
ENDRA had approximately $762,000 in cash and cash equivalents and held approximately $2.0 million in its Digital Asset Treasury, representing
an additional component of its capital management strategy.
About ENDRA Life Sciences
Inc.
ENDRA Life Sciences is
the pioneer of Thermo Acoustic Enhanced UltraSound (TAEUS®), a ground-breaking technology being developed to assess tissue
fat content and monitor tissue ablation during minimally invasive procedures, at the point of patient care. TAEUS® is focused
on the measurement of fat in the liver as a means to assess and monitor steatotic liver disease and metabolic dysfunction-associated steatohepatitis,
chronic liver conditions that affect over two billion people globally, and for which there are no practical diagnostic tools. 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.
Forward-Looking Statements
All statements in this
press release 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—based on certain assumptions
and describing 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 express differently. Each forward-looking statement contained in this release 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 the strategic alternative review process and the chance that it may not result
in any transaction or other strategic outcome; our limited commercial experience, limited cash resources, and history of losses; our ability
to obtain adequate financing to fund operations in the future; risks related to shifts in regulatory, accounting, or tax treatment affecting
our treasury activities; the potential impact of any changes in financial reporting requirements; the risk that our stock price may be
affected by the performance or valuation of assets held in our treasury; a determination that we are an investment company under the Investment
Company Act of 1940; our ability to achieve profitability; delays or changes in regulatory requirements, policies, or guidelines; potential
delays in submitting required regulatory applications or other submissions to, or receiving approvals from, the U.S. Food and Drug Administration
(“FDA”) or other regulatory agencies; our ability to obtain and maintain required CE mark certifications and secured required
FDA and other governmental approvals for our Thermo Acoustic Enhanced Ultrasound (“TAEUS®”) applications; our
ability to develop commercially viable products based on our TAEUS® technology; market acceptance of our technology; the
effect of macroeconomic conditions on our business; results of studies, which may be negative or inconclusive; our ability to secure and
maintain development partners; reliance on third parties, collaborations, strategic alliances, and licensing arrangements; the competitive
landscape in the healthcare industry; our ability to protect our intellectual property; changes in healthcare industry practices or reimbursement
policies; our ability to comply with regulations from federal, state, local, and foreign governmental agencies; our ability to maintain
compliance with Nasdaq listing standards; our dependence on key members of management; and 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 subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.
You should not rely on
forward-looking statements as predictions of future events. Forward-looking statements in this press release speak only as of the date
of issuance, and ENDRA assumes no obligation to update such statements to reflect actual results or changes in expectations, except as
required by law.
Company Contact:
Investor Relations
investors@endrainc.com
www.endrainc.com
Investor Relations Contact:
Yvonne Briggs
Alliance Advisors IR
(310) 691-7100
ybriggs@allianceadvisors.com
[Financial
Tables Follow]
ENDRA Life Sciences Inc.
Consolidated Balance Sheets
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | |
| Assets | |
| | |
| |
| Current Assets | |
| | |
| |
| Cash | |
$ | 762,365 | | |
$ | 3,229,480 | |
| Prepaid expenses | |
| 205,604 | | |
| 204,185 | |
| Total Current Assets | |
| 967,969 | | |
| 3,433,665 | |
| Non-Current Assets | |
| | | |
| | |
| Fixed assets, net | |
| 42,516 | | |
| 69,281 | |
| Right of use assets | |
| 461,949 | | |
| 578,013 | |
| Prepaid expenses, long term | |
| 365,417 | | |
| 365,417 | |
| Digital Assets | |
| 2,009,960 | | |
| - | |
| Other assets | |
| 5,986 | | |
| 5,986 | |
| Total Assets | |
$ | 3,853,797 | | |
$ | 4,452,362 | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Accounts payable and accrued liabilities | |
$ | 621,578 | | |
$ | 508,293 | |
| Lease liabilities, current portion | |
| 129,378 | | |
| 96,937 | |
| Total Current Liabilities | |
| 750,956 | | |
| 605,230 | |
| | |
| | | |
| | |
| Long Term Debt | |
| | | |
| | |
| Lease liabilities | |
| 362,974 | | |
| 487,482 | |
| Warrant Liability | |
| 479,747 | | |
| 799,284 | |
| Total Long Term Debt | |
| 842,721 | | |
| 1,286,766 | |
| Total Liabilities | |
| 1,593,677 | | |
| 1,891,996 | |
| Commitments and Contingencies | |
| - | | |
| - | |
| | |
| | | |
| | |
| 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; 1,000,000,000 shares authorized; 1,176,477 and 536,908 shares issued and outstanding, respectively | |
| 116 | | |
| 53 | |
| Additional paid in capital | |
| 112,725,513 | | |
| 105,998,412 | |
| Stock payable | |
| - | | |
| - | |
| Accumulated deficit | |
| (110,465,509 | ) | |
| (103,438,099 | ) |
| Total Stockholders’ Equity | |
| 2,260,120 | | |
| 2,560,366 | |
| Total Liabilities and Stockholders’ Equity | |
$ | 3,853,797 | | |
$ | 4,452,362 | |
ENDRA Life Sciences Inc.
Consolidated Statements of Operations
| | |
Year Ended | | |
Year Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | |
| Operating Expenses | |
| | |
| |
| Research and development | |
$ | 1,849,996 | | |
$ | 3,190,293 | |
| Sales and marketing | |
| 189,470 | | |
| 571,040 | |
| General and administrative | |
| 3,723,635 | | |
| 7,055,814 | |
| Total operating expenses | |
| 5,763,101 | | |
| 10,817,147 | |
| | |
| | | |
| | |
| Operating loss | |
| (5,763,101 | ) | |
| (10,817,147 | ) |
| | |
| | | |
| | |
| Other (expenses) income | |
| | | |
| | |
| Other income | |
| 71,224 | | |
| 108,484 | |
| Digital asset staking compensation | |
| 5,121 | | |
| - | |
| Change in fair value of digital assets | |
| (995,161 | ) | |
| - | |
| Warrant expense | |
| (665,030 | ) | |
| (7,323,685 | ) |
| Changes in fair value of warrant liability | |
| 319,537 | | |
| 3,447,737 | |
| Gain on settlement of warrant exercise | |
| - | | |
| 3,076,664 | |
| Total other expenses | |
| (1,264,309 | ) | |
| (690,800 | ) |
| | |
| | | |
| | |
| Loss from operations before income taxes | |
| (7,027,410 | ) | |
| (11,507,947 | ) |
| | |
| | | |
| | |
| Provision for income taxes | |
| - | | |
| - | |
| | |
| | | |
| | |
| Net Loss | |
$ | (7,027,410 | ) | |
$ | (11,507,947 | ) |
| | |
| | | |
| | |
| Net loss per share – basic and diluted | |
$ | (8.93 | ) | |
$ | (56.94 | ) |
| | |
| | | |
| | |
| Weighted average common shares – basic and diluted | |
| 787,020 | | |
| 202,106 | |