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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): October 1, 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.
First
Amendment to Agreement and Plan of Merger
As
previously disclosed, 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 ASPI (“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.
On
October 1, 2026, ENDRA, ASPI, Noble, Renergen and Merger Sub entered into that certain First Amendment to the Merger Agreement (the
“Amendment”) to, among other things, (i) amend ENDRA’s disclosure letter to permit ENDRA to amend the Pre-Funded Common
Stock Purchase Warrant (the “Pre-Funded Warrant”) and Common Stock Purchase Warrant (the “Common Warrant” and,
together with the Pre-Funded Warrant, the “Warrants”), each issued by ENDRA as of May 27, 2026 to LHE LNG Holdings, a direct,
wholly-owned subsidiary of ASPI (the “ASP Affiliate”), as further described below, (ii) remove the requirement that the board
of directors immediately following the closing of the Merger (the “Combined Company Board”) be classified into three separate
classes, (iii) revise the minimum cash closing condition to reflect a minimum cash requirement of $3,800,002.59, less certain agreed-upon
expenses to permit ENDRA to engage in certain investor relations activities, (iv) replace the form of ENDRA’s Fifth Amended and
Restated Certificate of Incorporation with an updated form that removes the classified board provisions and other provisions that would
have required a supermajority vote of ENDRA’s stockholders to be approved, (v) amend Noble Africa’s disclosure letter to
permit Renergen to enter into a fifth addendum to that certain Term Loan Facility Agreement, dated as of May 19, 2025, by and between
Renergen, ASPI and ASPI South Africa Proprietary Limited, a wholly-owned subsidiary of ASPI (the “ASPI Term Loan Facility”),
which would increase Renergen’s borrowing capacity from ASPI from $80 million to up to $120 million and (vi) contemplate a sixth
addendum to the ASPI Term Loan Facility to be entered into at or prior to the closing of the Merger, which would further increase Renergen’s
borrowing capacity from ASPI from $120 million to up to $200 million. Except as expressly modified by the Amendment, the terms of the
Merger Agreement were ratified and remain in full force and effect.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment
No. 1 to Common Stock Purchase Warrant and Amendment No. 1 to Pre-Funded Common Stock Purchase Warrant
As
previously disclosed, on May 27, 2026, ENDRA entered into a securities purchase agreement (the “Securities Purchase Agreement”)
with the ASP Affiliate pursuant to which the Company agreed to sell and issue to the ASP Affiliate in a private placement offering an
aggregate of 66,846 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), Pre-Funded Warrants
to purchase an aggregate of up to 511,541 shares of Common Stock (the “Pre-Funded Warrant Shares”) at a per share exercise
price of $0.0001 and Common Warrants to purchase an aggregate of up to 1,156,774 shares of Common Stock (the “Common Warrant Shares”
and together with the Pre-Funded Warrant Shares, the “Warrant Shares”)) at a per share exercise price of $6.57.
On
October 1, 2026, ENDRA and the ASP Affiliate entered into (i) Amendment No. 1 to Common Stock Purchase Warrant (the “Common
Warrant Amendment”) and (ii) Amendment No. 1 to Pre-Funded Common Stock Purchase Warrant (the “Pre-Funded Warrant Amendment”
and, together with the Common Warrant Amendment, the “Warrant Amendments”). The Warrant Amendments make changes to each Warrant
to, among other things, remove the 4.99% beneficial ownership limitation on the ASP Affiliate’s ability to exercise each Warrant.
Except as amended by the Warrant Amendments, the terms of each Warrant remain unaltered and in full force and effect. As previously disclosed,
a portion of the Pre-Funded Warrants in respect of 324,372 Pre-Funded Warrant Shares and all of the Common Warrants will only become
exercisable upon the Company obtaining stockholder approval of the issuance of such Pre-Funded Warrant Shares and Common Warrant Shares.
The
foregoing description of the Warrant Amendments does not purport to be complete and is qualified in its entirety by reference to the
full text of the Common Warrant Amendment and the Pre-Funded Warrant Amendment, copies of which are filed as Exhibit 4.1 and Exhibit
4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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; expectations regarding the structure, timing and completion of the Proposed Transactions;
the anticipated timing of the closing of the Merger (the “Closing”); each company’s and the combined company’s
expected cash position at the Closing; 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* |
|
First Amendment to Agreement and Plan of Merger, dated as of October 1, 2026, by and among ENDRA Life Sciences Inc., Kruger Merger Sub LLC, Renergen Limited, Noble Africa LLC and ASP Isotopes Inc. |
| 4.1 |
|
Amendment No. 1 to Common Stock Purchase Warrant, dated as of October 1, 2026, by and between ENDRA Life Sciences Inc. and the ASP Affiliate. |
| 4.2 |
|
Amendment No. 1 to Pre-Funded Common Stock Purchase Warrant, dated as of October 1, 2026, by and between ENDRA Life Sciences Inc. and the ASP Affiliate. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
| * |
Certain schedules, annexes and exhibits have been omitted pursuant
to Item 601(b)(2) of Regulation S-K. The Company 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: October 1, 2026 |
By: |
/s/
Alexander Tokman |
| |
Name: |
Alexander Tokman |
| |
Title: |
Chief Executive Officer |
