ENDRA (NASDAQ: NDRA) sets Noble Africa merger and $50M Noble investment
Rhea-AI Filing Summary
ENDRA Life Sciences agreed to merge with Noble Africa LLC, an ASP Isotopes subsidiary that will hold South African helium and LNG company Renergen. Before the merger, Noble plans a private investment of approximately $50 million by selling 4,594,218 Class A units or pre-funded warrants and 3,054,185 Class B units at $6.57 per unit.
At closing, Noble will become a wholly owned subsidiary of ENDRA, which will be renamed Noble Africa Inc. and adopt a dual-class structure with Class A and Class B common stock, with Class B carrying ten votes per share. ASPI will receive 55,500,000 Class B units of Noble, later convertible into Class B common stock. ENDRA may implement a reverse stock split to maintain Nasdaq compliance and will seek stockholder approval for the merger consideration, the reverse split, a new equity plan and a new charter.
The merger is subject to conditions including ENDRA stockholder approval, SEC effectiveness of a Form S-4, Nasdaq listing of the new shares, completion of the $50 million Noble financing, OPIC consent under an existing finance agreement, ASPI’s contribution of Renergen and ENDRA holding at least $3.8 million of cash. The outside date for closing is December 24, 2026, and either party can terminate if key conditions, including stockholder approval, are not met.
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Insights
ENDRA is pivoting via a complex merger into a helium and LNG platform backed by a $50M PIPE, with dual-class control concentrated at ASPI.
The agreement would transform ENDRA from a medical-technology business into the holding company for Renergen’s Virginia Gas Project. Noble Africa raises approximately $50 million through Class A and Class B units at $6.57 per unit, funding Renergen’s Phase 1 and Phase 2 development and transaction costs. ASPI contributes 100% of Renergen in exchange for 55.5 million Noble Class B units, creating a large implied equity roll.
Governance will shift to a dual-class capital structure where Class B common stock has 10%-to-1 voting power relative to Class A, and ASPI will hold the high-vote shares, giving it effective control. The new charter also creates a classified board with three director classes and allows Class B holders to block changes to key share terms, which may constrain minority stockholder influence.
Closing depends on multiple conditions: ENDRA stockholder approval of the merger, reverse split and charter; SEC effectiveness of a Form S-4; Nasdaq approval for listing the new Class A and Class B shares; completion of the $50 million Noble investment; OPIC consent related to an Renergen subsidiary finance agreement; ENDRA retaining at least $3.8 million cash; and performance of covenants. There is also an outside date of December 24, 2026 and detailed termination rights, so execution risk is meaningful. Subsequent disclosures, including the S-4 and proxy materials, will provide additional quantitative detail on ownership, capitalization and risk factors for investors evaluating the post-merger entity.
8-K Event Classification
Key Figures
Key Terms
Class B Common Stock financial
reverse stock split financial
take-or-pay financial
Strategic Integrated Project regulatory
Development Finance Corporation financial
Form S-4 regulatory
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
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 ASP (“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 (the “Surviving Company”).
Concurrently with the entry into the Merger Agreement, Noble entered into subscription agreements (“Subscription Agreements”) with ASPI and certain investors pursuant to which Noble agreed to sell approximately (i) 4,594,218 Class A Units of Noble and/or pre-funded warrants to purchase Class A Units of Noble (the “Pre-Funded Warrants”) to certain institutional investors and other persons and (ii) 3,054,185 Class B Units of Noble to ASPI, at a price per unit of $6.57 (or $6.57 less the Pre-Funded Warrant exercise price of $0.0001 for the Pre-Funded Warrants), for aggregate gross proceeds to Noble of approximately $50 million (the “Noble Investment”). Pursuant to the Subscription Agreements, the Noble Investment shall close immediately prior to the Merger.
Additionally, prior to the effective time of the Merger (the “Effective Time”), ASPI will contribute all of its equity interest in Renergen to Noble in exchange for 55,500,000 of Noble’s Class B Units (the “Contribution”). The shares of Class B Common Stock (as defined below) received by ASPI upon conversion of the Class B Units in connection with the Merger will entitle ASPI to 10 votes per share on all matters submitted to a vote of the stockholders of the Company.
Subject to the terms and conditions of the Merger Agreement, at the Effective Time, all of the units of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become units of the Surviving Company (“Surviving Company Units”) and ENDRA shall be admitted as the sole member of the Surviving Company as the holder of all Surviving Company Units. Additionally, at the Effective Time, (i) each Class A Unit of Noble outstanding immediately prior to the Effective Time (other than any units of Noble held by ENDRA, Merger Sub, Noble or any of their respective subsidiaries (the “Excluded Company Units”), which shall be automatically cancelled), by virtue of the Merger, shall be converted into the right to receive one share of Class A Common Stock (as defined below), as adjusted for the Reverse Stock Split (as defined below), if applicable, (ii) each Class B Unit of Noble outstanding immediately prior to the Effective Time (other than any Excluded Company Units), by virtue of the Merger, shall be converted into the right to receive one share of Class B Common Stock (as defined below) as adjusted for the Reverse Stock Split (as defined below), if applicable and (iii) each Pre-Funded Warrant that is outstanding and unexercised immediately prior to the Effective Time, will be converted into and become a warrant to purchase Class A Common Stock, and ENDRA shall assume the terms of the Pre-Funded Warrant by which such Pre-Funded Warrant is evidenced (with changes to such documents as ASPI and ENDRA mutually agree are appropriate to reflect the substitution of the Pre-Funded Warrant by ENDRA to purchase shares of Class A Common Stock). Pursuant to the A&R Certificate of Incorporation (as defined below), at the Effective Time, each share of ENDRA’s common stock issued and outstanding or held as treasury stock immediately prior to the Effective Time shall, automatically and without further action by any ENDRA stockholder, be reclassified as one share of Class A Common Stock.
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Immediately prior to the Effective Time, ENDRA shall file with the Secretary of State of the State of Delaware an amended and restated Certificate of Incorporation (the “A&R Certificate of Incorporation”), pursuant to which ENDRA will be renamed Noble Africa Inc. The A&R Certificate of Incorporation will establish two classes of common stock, consisting of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and Class B common stock, par value $0.0001 per share (“Class B Common Stock”). The A&R Certificate of Incorporation will authorize 1,000,000,000 shares of Class A Common Stock, 200,000,000 shares of Class B Common Stock, and 50,000,000 shares of preferred stock. Pursuant to the A&R Certificate of Incorporation, the holders of shares of Class A Common Stock and Class B Common Stock shall vote together as one class on all matters, with each holder of Class A Common Stock entitled to one vote for each share of Class A Common Stock held as of the applicable record date and each holder of Class B Common Stock entitled to ten votes for each share of Class B Common Stock held as of the applicable record date. The holders of the Class A Common Stock and Class B Common Stock shall be entitled to share equally, on a per share basis, in any dividends or other distributions declared by the Company’s Board of Directors (the “Board”). In the event of involuntary liquidation, dissolution, distribution of assets or winding up of the Company, the assets of the Company would be divided among and paid ratably to the holders of the Class A Common Stock and Class B Common Stock, treated as a single class. Each share of Class B Common Stock will be convertible into one share of Class A Common Stock at the option of the holder. Additionally, each share of Class B Common Stock shall automatically be converted into one share of Class A Common Stock upon any transfer of such Class B Common Stock other than a Permitted Transfer (as defined in the A&R Certificate of Incorporation), or upon the affirmative vote of the holders of a majority of the then-outstanding shares of Class B Common Stock. The A&R Certificate of Incorporation also provides that, without the affirmative vote of the holders of a majority of the then-outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by law or the Company’s bylaws or the A&R Certificate of Incorporation, the Company shall not, by merger, consolidation, conversion or otherwise, amend, alter, repeal, adopt any inconsistent provision with, or waive Section 4.2 of the A&R Certificate of Incorporation, which pertains to the rights and terms of the Class A Common Stock and the Class B Common Stock, or effect any reclassification of the Class A Common Stock or Class B Common Stock. The A&R Certificate of Incorporation provides that the Board shall be divided into three separate classes, as nearly equal in number as possible, with the first class to hold a term expiring at the first annual meeting of the stockholders following the filing of the A&R Certificate of Incorporation (“Class I”), the second class to hold a term expiring at the second annual meeting of the stockholders following the filing of the A&R Certificate of Incorporation (“Class II”) and the third class to hold a term expiring at the third annual meeting of the stockholders following the filing of the A&R Certificate of Incorporation (“Class III”). At each annual meeting of stockholders beginning with the first annual meeting of stockholders following the filing of the A&R Certificate of Incorporation, successors to the class of directors whose term expires at that annual meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders to be held in the third year following the year of their election.
Immediately after the Effective Time, the Board is expected to consist of seven directors, of which (i) one is anticipated to be the Chief Executive Officer of the Surviving Company (the “CEO Director”), (ii) five are to be non-executive directors designated solely by Noble (the “Noble Directors”) and (iii) one is to be a non-executive director designated solely by ENDRA (the “ENDRA Director”). Class I shall be comprised of two of the Noble Directors, Class II shall be comprised of one of the Noble Directors and the ENDRA Director and Class III shall be comprised of two of the Noble Directors and the CEO Director.
Pursuant to the Merger Agreement, on the closing date of the Merger prior to the Effective Time, subject to the prior receipt of stockholder approval, ENDRA may implement a reverse stock split (the “Reverse Stock Split”) for the purpose of maintaining compliance with Nasdaq listing standards, at a reverse split ratio approved by the Board.
In connection with the Merger, ENDRA plans to seek the approval of its stockholders at a special meeting (the “Special Meeting”) of, among other things, (i) the issuance of the shares of Class A Common Stock and Class B Common Stock as the Merger Consideration, (ii) the Reverse Stock Split, (iii) the adoption of a new incentive equity plan, and (iv) the A&R Certificate of Incorporation (all such voting proposals in this paragraph, the “ENDRA Stockholder Matters”).
The Merger Agreement includes customary representations, warranties and covenants, including, among others, covenants relating to (i) ENDRA’s obtaining the approval of its stockholders of the ENDRA Stockholder Matters, (ii) ENDRA’s non-solicitation of alternative acquisition proposals, (iii) the conduct of their respective businesses during the period between the date of signing the Merger Agreement and the Closing, (iv) ENDRA’s filing with the U.S. Securities and Exchange Commission (the “SEC”) and causing to become effective a registration statement on Form S-4 to register the shares of the Class A Common Stock and Class B Common Stock to be issued in connection with the Merger (the “Registration Statement”), and (v) ENDRA’s preparing and submitting to Nasdaq an initial listing application or notification form for notifying Nasdaq of the change in its name and the listing of the Class A Common Stock and Class B Common Stock to be issued as Merger Consideration. The representations and warranties will not survive Closing, except with respect to intentional fraud, and there will be no escrow or price adjustments for any breaches of the representations, warranties, and covenants of any party following Closing.
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Each of ENDRA, Renergen, ASPI and Noble has agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals. However, ENDRA may provide information to any person who has made an unsolicited, bona fide written acquisition proposal, if such proposal is made after the date of the Merger Agreement, ENDRA’s Board determines in good faith, after consultation with outside legal counsel, (i) that such proposal would reasonably be expected to be a superior proposal and (ii) that failure to provide information in connection with such proposal would reasonably be expected to be inconsistent with its fiduciary duties to ENDRA and ENDRA’s stockholders under Delaware law, and such person executes and delivers a confidentiality agreement to ENDRA containing substantially the same terms and conditions as the confidentiality agreement between ENDRA and ASPI.
Consummation of the Merger is subject to certain closing conditions, including the accuracy of the representations and warranties of the other parties, subject to applicable materiality standards, the approval of the ENDRA Stockholder Matters, the Registration Statement being declared effective by the SEC, the approval for listing on Nasdaq (or any other public stock market or exchange in the United States as may be agreed by Noble and ENDRA) of the Class A Common Stock and Class B Common Stock to be issued as the Merger Consideration, the receipt by Noble of the proceeds of the Noble Investment, Noble’s receipt of a written consent of the U.S. Internal Development Finance Corporation (formerly known as the Overseas Private Investment Corporation) (“OPIC”) as required under that certain Finance Agreement by and between OPIC and a subsidiary of Renergen, ENDRA’s having an amount of cash equal to or greater than $3.8 million, ASPI having effected the Contribution, and the performance in all material respects by the applicable parties of their agreements, obligations and covenants under the Merger Agreement required to be performed on or prior to the date of the Closing.
The Merger Agreement contains certain termination rights of each of ENDRA and Noble. The Merger Agreement may be terminated at any time prior to Closing by mutual written agreement between ENDRA and Noble or by either party if Closing shall not have occurred by December 24, 2026. Either ENDRA or Noble may also terminate the Merger Agreement if the representations or warranties of the other party were inaccurate as of the date of the Merger Agreement or become inaccurate thereafter due to a breach of a covenant or agreement of that party prior to Closing, or if the ENDRA Stockholder Matters are not approved by the ENDRA stockholders at the Special Meeting.
Concurrently with the Closing, the Company will enter into a registration rights agreement and certain business continuity agreements with ASPI, including a master transaction agreement, shared services agreement, employee matters agreement and tax sharing agreement. The master transaction agreement will contain key provisions relating to the conduct of future transactions and govern the ongoing relationship between ASPI and the Company after the Closing, including sales of helium, certain indemnification obligations and a requirement for the Company to maintain the same auditor and fiscal year as ASPI for so long as ASPI is required to consolidate the financial statements of ASPI under GAAP. Under the shared services and employee matters agreements, ASPI will provide certain administrative services to the Company in exchange for a service fee equal to the operating cost plus a margin.
At the Closing, ASPI, ASPI South Africa Proprietary Limited, a wholly owned subsidiary of ASPI (“ASPI SA”), and Renergen, shall enter into the fifth addendum to that certain ASPI Term Loan Facility, dated May 19, 2025, by and between ASPI, ASPI SA and Renergen, pursuant to which ASPI may provide loans to Renergen up to $200 million.
Copies of the Merger Agreement and the form of A&R Certificate of Incorporation are filed as Exhibits 2.1 and 3.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. A copy of the form of Subscription Agreement is attached as an exhibit to the Merger Agreement filed as Exhibit 2.1 hereto and is incorporated herein by reference. The foregoing descriptions of each of the Merger Agreement, the A&R Certificate of Incorporation and the form of Subscription Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, the A&R Certificate of Incorporation and the form of Subscription Agreement, respectively. The Merger Agreement, which includes the form of Subscription Agreement attached thereto, has been attached as an exhibit to this Current Report on Form 8-K to provide investors and securityholders with information regarding its terms. The Merger Agreement and the Subscription Agreement are not intended to provide any other factual information about ENDRA, ASPI, Noble or Renergen or to modify or supplement any factual disclosures about the parties made in public reports filed with the SEC. The Merger Agreement and the Subscription Agreement include representations, warranties and covenants of ENDRA, Noble and Renergen, made solely for the purpose of the Merger Agreement or the Subscription Agreement, as applicable, and solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement or the Subscription Agreement, as applicable. Investors should not rely on the representations, warranties and covenants in the Merger Agreement or the Subscription Agreement or any descriptions thereof as characterizations of the actual state of facts or conditions of ENDRA, ASPI, Noble, Renergen or any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of any specified date, may be modified in important aspects by the underlying disclosure schedules which are not filed publicly, may be subject to a contractual standard of materiality different from those generally applicable to SEC filings or may have been used for purposes of allocating risk among the parties to the Merger Agreement and the Subscription Agreement, rather than establishing matters of fact.
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Voting Agreements
Concurrently and in connection with the execution of the Merger Agreement, certain stockholders of ENDRA holding an aggregate 268,395 of the outstanding shares of ENDRA common stock, entered into voting agreements by and among Noble, the Company and such stockholders (the “Voting Agreements”). The Voting Agreements provide that the stockholders of ENDRA shall appear for quorum purposes, vote their shares of common stock in favor of the ENDRA Stockholder Matters and vote against any agreement, transaction or other matter that is intended to, or would reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the ENDRA Stockholder Matters. The Voting Agreements also provide ENDRA with an irrevocable proxy to vote the shares of common stock covered by the Voting Agreements as required if a stockholder fails to do so.
A copy of the form of Voting Agreement has been filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Voting Agreement.
| Item 5.01 | Changes in Control of Registrant. |
To the extent required by this Item 5.01, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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| Item 7.01. | Regulation FD Disclosure. |
Furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is an investor presentation prepared by Renergen in connection with the Noble Investment and that may be used by ASPI, Renergen, Noble or ENDRA in connection with the Merger.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, 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 under that section and shall not be deemed to be incorporated by reference in any filing of ENDRA under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01. | Other Information. |
In connection with the Company’s entry into the Merger Agreement, ENDRA stockholders that participated in the Company’s October 15, 2025 private placement (the “October 2025 Private Placement”) waived their right to cause the Company to repurchase warrants issued in the October 2025 Private Placement following a change of control of the Company for their Black-Scholes value.
About Renergen
Renergen is a South African energy company focused on the development and commercialization of helium and liquefied natural gas (“LNG”) resources. Through its operating platform, Renergen is positioned around the production of specialty gases and cleaner energy products that are expected to serve high-demand industrial, technology, medical, aerospace, semiconductor, and energy markets. It provides services that include:
| ● | Helium Production and Supply: Development of helium resources designed to address supply needs for a scarce, strategically important gas used in medical imaging, semiconductor manufacturing, aerospace, fiber optics, leak detection, and advanced research applications. |
| ● | Liquefied Natural Gas: Production and commercialization of LNG for customers seeking cleaner-burning energy alternatives, including applications in transportation, industrial operations, and distributed energy markets. |
| ● | Strategic Resource Development: Advancement of gas reserves that include helium concentrations intended to provide exposure to markets characterized by constrained global supply, mission-critical end uses, and growing demand from high-technology and energy-transition sectors. |
Renergen believes its resource base and operating strategy can position it to participate in attractive end markets for helium and LNG. Helium’s limited global supply, specialized logistics requirements, and use in critical applications create potential commercial opportunities for producers with scalable production and offtake capabilities. Renergen’s LNG operations are expected to complement its helium strategy by supporting monetization of natural gas resources while serving customers seeking reliable and lower-emission fuel alternatives.
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; the Proposed Transactions and the expected effects, perceived benefits or opportunities of the Proposed Transactions; the combined company’s listing on Nasdaq after the closing of the Proposed Transactions; expectations regarding the structure, timing and completion of the Proposed Transactions, including investment amounts from investors, timing of closing of the Proposed Transactions, expected proceeds, expectations regarding the use of proceeds, and impact on ownership structure; the anticipated timing of the Closing; the expected executive officers and directors of the combined company; each company’s and the combined company’s expected cash position at the Closing and cash runway of the combined company following the Proposed Transactions; the future operations and pipeline, estimates of financial position, competitive landscape, addressable market and strategic and financial initiatives of the combined company; the nature, strategy and focus of the combined company; statements regarding the continuation of Renergen’s Virginia Gas Project and its funding timeline; 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.
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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.
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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* | Agreement and Plan of Merger, dated as of June 25, 2026, by and among ENDRA Life Sciences Inc., Kruger Merger Sub LLC, Renergen Limited, Noble Africa LLC and ASP Isotopes Inc. | |
| 3.1 | Form of A&R Certificate of Incorporation. | |
| 10.1 | Form of Voting Agreement. | |
| 99.1** | Renergen Investor Presentation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain schedules, annexes and exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules, annexes and exhibits to the U.S. Securities and Exchange Commission upon request. |
| ** | Furnished, not filed. |
7
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: June 26, 2026 | By: | /s/ Alexander Tokman |
| Name: | Alexander Tokman | |
| Title: | Chief Executive Officer | |
8
Exhibit 99.1
Investor Presentation June 2026 CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Disclaimers 1 This presentation (including any accompanying oral presentation, this “Presentation”) is being furnished solely to recipients that are “qualified institutional buyers” (as defined in Rule 144 A of the Securities Act of 1933 , as amended (the “Securities Act”)), “accredited investors” (as defined in Rule 506 of Regulation D) or non - U . S . persons (as defined in Regulation S under the Securities Act) by Noble Africa LLC (the “Company” or “Noble Africa”), solely for informational purposes of considering the opportunity to participate in the proposed private placement of equity securities by the Company (the “Potential Offering”) in connection with a merger between ENDRA Life Sciences Inc . (“ENDRA”), the Company, Renergen Limited and ASP Isotopes, Inc . (“ASPI”) (collectively, the “Companies,” and the proposed merger transaction, the “Proposed Merger” and together with the Potential Offering, the “Proposed Transactions”) . By accepting this Presentation, the recipient acknowledges and agrees that all of the information contained herein is confidential, that the recipient will distribute, disclose and use such information only for such purpose and that the recipient shall not distribute, disclose or use such information for any other purpose other than the evaluation of the Proposed Transactions . THIS PRESENTATION SHALL NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, OR A RECOMMENDATION TO PURCHASE, ANY SECURITIES IN ANY JURISDICTION, OR THE SOLICITATION OF ANY PROXY, VOTE, CONSENT OR APPROVAL IN ANY JURISDICTION IN CONNECTION WITH THE PROPOSED TRANSACTIONS, NOR SHALL THERE BE ANY OFFER OR SALE OF ANY SECURITIES IN ANY STATE OR OTHER JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE OR JURISDICTION . ANY SECURITIES OF THE COMPANY TO BE OFFERED IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS . ANY SECURITIES TO BE OFFERED IN ANY TRANSACTION CONTEMPLATED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), ANY STATE SECURITIES COMMISSION, OR OTHER UNITED STATES OR FOREIGN REGULATORY AUTHORITY OR DETERMINED THAT THIS PRESENTATION IS TRUTHFUL AND COMPLETE . SUCH SECURITIES WILL BE OFFERED AND SOLD SOLELY IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS PROVIDED BY THE SECURITIES ACT AND RULES AND REGULATIONS PROMULGATED THEREUNDER (INCLUDING REGULATION D OR REGULATION S UNDER THE SECURITIES ACT) . Any investment in the Company is speculative and involves a high degree of risk and uncertainty . This Presentation contains, and the accompanying oral presentation may contain “forward - looking statements” within the meaning of the safe harbor provisions of the U . S . Private Securities Litigation Reform Act of 1995 . Forward - looking statements are neither historical facts nor assurances of future performance . Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions . Forward - looking statements can be identified by words such as “believes,” “plans,” “anticipates,” “expects,” “estimates,” “projects,” “will,” “may,” “might,” and words of a similar nature . Examples of forward - looking statements include, among others but are not limited to : he failure to realize the anticipated benefits of the Proposed Merger and any transactions contemplated thereby ; costs related to the Proposed Merger and as a result of becoming a public company ; the risk that the post - closing combined company experiences difficulties managing its growth and expanding operations following the consummation of the Proposed Merger ; the anticipated production quantities and timing for the commencement of commercial supply of helium and LNG upon completion of Phase 1 and 2 of the Renergen helium project ; the anticipated progress and timing for completion of Phase 1 and 2 of the Renergen helium project ; the ability to fund completion of the development of the Renergen helium project ; statements we make regarding expected operating results, such as future revenues and prospects from the potential commercialization of helium and LNG, future performance under contracts, and our strategies for product development or extraction of resources, engaging with potential customers, market position, and financial results . Because forward - looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, many of which are outside our control . Our actual results, financial condition, and events may differ materially from those indicated in the forward - looking statements based upon a number of factors . Forward - looking statements are not a guarantee of future performance or developments . You are strongly cautioned that reliance on any forward - looking statements involves known and unknown risks and uncertainties . Therefore, you should not rely on any of these forward - looking statements . There are many important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward - looking statements, including, but not limited to : the outcomes of various strategies and projects undertaken by the Company ; the potential impact of laws or government regulations or policies in South Africa ; our future capital requirements and sources and uses of cash ; our ability to obtain funding for our operations and future growth ; our reliance on the efforts of third parties ; the financial terms of any current and future commercial arrangements ; our ability to complete certain transactions and realize anticipated benefits from acquisitions and contracts ; the competitive nature of our industry ; the fact that the dual class structure of ENDRA following the Proposed Merger (as defined below) common stock will have the effect of concentrating voting power with ASPI and its affiliates, which may depress the market value of the Class A common stock and will limit a stockholder or a new investor’s ability to influence the outcome of important transactions, including a change in control, the market price, trading volume and marketability of ENDRA’s Class A common stock following the Proposed Merger may be significantly affected by numerous factors beyond ENDRA’s control ; because ENDRA will be a “controlled company” within the meaning of Nasdaq following the Proposed Merger, ENDRA’s stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies ; the outcome of any proceedings that may be instituted against ENDRA or the Company following the announcement of the Proposed Transactions ; the inability to recognize the anticipated benefits of the Proposed Merger, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitability and costs related to the Proposed Transaction ; and such other factors as are set forth in the “Risk Factor Summary” in this Presentation, and the other risks and uncertainties described in ENDRA’s periodic public filings with the SEC, including but not limited to those described under the headings “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in ENDRA's Annual Report on Form 10 - K for the fiscal year ended December 31 , 2025 , ENDRA's subsequent quarterly reports on Form 10 - Q and in ENDRA's other filings made with the SEC from time to time, which are available via the SEC’s website at www . sec . gov, and those described under the headings “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in ASPI Annual Report on Form 10 - K for the fiscal year ended December 31 , 2025 , ASPI's subsequent quarterly reports on Form 10 - Q and in ASPI's other filings made with the SEC from time to time, which are available via the SEC’s website at www . sec . gov . All forward - looking statements are qualified by reference to the cautionary statements set forth herein and should not be relied upon . Recipients are cautioned not to put undue reliance on forward - looking statements, and none of the Placement Agents (as defined below), the Companies or any of their respective representatives undertake any duty to update these forward - looking statements or the other information contained in this Presentation . None of the Companies nor any of their respective representatives gives any assurance that the Companies will achieve their respective expectations .
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Disclaimers (cont.) None of the Companies make any representation or warranty, express or implied, as to the accuracy or completeness of this Presentation or any other information (whether written or oral) that has been or will be provided to you . Nothing contained herein or in any other oral or written information provided to you is, nor shall be relied upon as, a promise or representation of any kind by the Companies . Without limitation of the foregoing, the Companies expressly disclaim any representation regarding any projections concerning future operating results or any other forward - looking statement contained herein or that otherwise has been or will be provided to you . The Companies shall not be liable to you or any prospective investor or any other person for any information contained herein or that otherwise has been or will be provided to you, or any action heretofore or hereafter taken or omitted to be taken, in connection with the Proposed Transactions . You will be entitled to rely solely on the representations and warranties made to you by the Companies in a definitive written agreement relating to the Potential Offering, when and if executed, and subject to any limitations and restrictions as may be specified in such definitive agreement . No other representations and warranties will have any legal effect . The Company has retained Lucid Capital Markets, LLC, and Ocean Wall Ltd . as placement agents (together with each of their respective affiliates, partners, directors, agents, employees, representatives and controlling persons, the “Placement Agents”) . The Placement Agents are acting solely as placement agents (and, for the avoidance of doubt, not as underwriters, initial purchasers, dealers or any other principal capacity) for the Company in connection with the Potential Offering . The analyses contained herein have been prepared or adopted by the Company, obtained from public sources or are based upon estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized . The Placement Agents have not independently verified any of the information or analyses contained herein or any other information that has been or will be provided to you, and do not take responsibility for the analyses contained herein, or the basis on which they were prepared . The Placement Agents do not make any representation or warranty, express or implied, as to the accuracy or completeness of this Presentation or any other information (whether written or oral) that has been or will be provided to you . Nothing contained herein or in any other oral or written information provided to you is, nor shall be relied upon as, a promise or representation of any kind by the Placement Agents, whether as to the past, the present or the future . Without limitation of the foregoing, the Placement Agents expressly disclaim any representation regarding any projections concerning future operating results or any other forward - looking statement contained herein or that otherwise has been or will be provided to you . The Placement Agents shall not be liable to you or any prospective investor or any other person for any information contained herein that otherwise has been or will be provided to you, or any action heretofore or hereafter taken or omitted to be taken, in connection with the Proposed Transactions . The proposed terms of the Potential Offering reflected in this Presentation are indicative and non - binding . Any and all terms remain subject to further discussion, negotiation, and change . The Company and the Placement Agents are each free to conduct the process for any transaction as they in each of their sole discretion determine (including, without limitation, negotiating with any prospective investors and entering into an agreement with respect to any transaction without prior notice to you or any other person), and any procedures relating to such transaction may be changed at any time without notice to you or any other person . No sales will be made, no commitments to invest in the Company will be accepted, and no money is being solicited or will be accepted at this time . Any indication of interest from prospective purchasers in response to this document involves no obligation or commitment of any kind . This Presentation should not be distributed to any person other than the addressee to whom it was initially distributed . The information in this Presentation has not been reviewed by the SEC and certain information may not comply in certain respects with SEC rules . ENDRA intends to file a registration statement on Form S - 4 (the “Registration Statement”) that includes a proxy statement with respect to ENDRA's shareholder meeting to vote on the Proposed Transactions and a prospectus with respect to ENDRA’s securities to be issued in connection with the Proposed Transactions . After the Registration Statement is declared effective, ENDRA will mail a definitive proxy statement/prospectus relating to the Proposed Transactions to its shareholders as of a record date to be established for voting on the Proposed Transactions . ENDRA may also file other documents with the SEC regarding the Proposed Transactions . Shareholders and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC when they become available because they will contain important information about ENDRA, the Company, Renergen and the Proposed Merger . Shareholders will also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, once available, without charge, at the SEC's website located at www . sec . gov, or by directing a request to Lucid Capital Markets, LLC, 570 Lexington Avenue, 40 th Floor, New York, NY 10022 . ENDRA and its directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from ENDRA's shareholders in respect of the Proposed Merger and the other matters set forth in the Registration Statement . Information regarding ENDRA's directors and executive officers is available in ENDRA's Annual Report on Form 10 - K for the year ended December 31 , 2025 , and is available free of charge at the SEC's website located at www . sec . gov, or by directing a request to ENDRA at the address above . Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests by security holdings or otherwise, are contained in the proxy statement/prospectus relating to the Proposed Merger . This presentation includes market and industry data and forecasts that we obtained from internal research, publicly available information and industry publications and surveys . Such information could be wrong because of the method by which sources obtained their data and because information cannot always be verified with certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data - gathering process and other limitations and uncertainties . 2
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Risk Factors 3 Renergen’s business is subject to numerous material and other risks and uncertainties that you should be aware of in evaluating Renergen’s business . Please refer to the factors disclosed in Part I, Item 1 A . “Risk Factors” of ASP Isotopes Inc . ’s Annual Report on Form 10 - K for the fiscal year ended December 31 , 2025 , and any amendments thereto and in the company’s subsequent reports and filings with the U . S . Securities and Exchange Commission . These risks include, but are not limited to, the following : Risks Related to Renergen’s Limited Operating History, Financial Position and Need for Additional Capital – Renergen has incurred significant net losses since inception, and we expect to continue to incur significant net losses for the foreseeable future . – Renergen also has a limited operating history, which may make it difficult to evaluate Renergen’s prospects and likelihood of success . – Renergen currently has limited sales attributable to LNG and no sales attributable to liquefied helium . – Renergen will require substantial additional capital to finance its operations, which may not be available on acceptable terms, or at all . Risks Related to Operations in South Africa – Our operations in South Africa could be disrupted for a variety of reasons, including economic, political or social instability, which could prevent us from completing our development activities or have a material adverse effect on our operations and profits . Risks Related to the Expansion of the Virginia Gas Project – As we further expand Renergen’s current operations into Phase 2 , we may face additional problems associated with natural gas exploration and development projects, including potential problems securing additional supporting authorizations, licenses and permits, as well as unforeseen difficulties, delays and costs in construction (including potential cost - overruns, if underlying assumptions prove to be inaccurate) and operation of Phase 2 . – Managing a project as substantial in size as Phase 2 of the Virginia Gas Project requires sufficient technical, commercial and project management capacity . There can be no assurance that Renergen’s current management team has sufficient capacity, or that the project will operate as expected, incur costs within expected estimates, or that we will be able to obtain the necessary financing for Phase 2 in a timely manner and/or on acceptable terms, if at all . Risks Related to Renergen’s Business – Renergen’s drilling results in South Africa may be more uncertain than drilling results in areas that are developed and have established production . Additionally, Renergen’s identified drilling locations are scheduled out over many years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling . – Natural gas prices are volatile . A sustained decline in natural gas prices could adversely affect our business, financial condition and results of operations . Further, we may be unable to obtain, maintain or renew permits, leases or licenses necessary for Renergen’s operations, the failure of which could impair our ability to conduct Renergen’s operations . Risks Related to Renergen’s Indebtedness and Liquidity – The DFC Credit Facility Agreement and IDC Loan Agreement place operating restrictions on Renergen and create default risks . Further, we may not be able to generate sufficient cash to service all of Renergen’s indebtedness and may be forced to take other actions to satisfy Renergen’s obligations under applicable debt instruments, which may not be successful . – Renergen’s outstanding indebtedness under the IDC Loan Agreement bears interest at a variable rate, which makes us more vulnerable to increases in interest rates and could cause Renergen’s interest expense to increase and decrease cash available for operations and other purposes . Risks Related to the Proposed Merger and the Ownership of the Company's Units – The Proposed Merger may not be consummated in a timely matter or at all . – ENDRA may fail to realize the anticipated benefits of the Proposed Merger and any transactions contemplated thereby . – ENDRA may experience difficulties managing its growth and expanding operations following the consummation of the Proposed Merger . – The dual class structure of ENDRA's common stock following the proposed Merger will have the effect of concentrating voting power with ASPI and its affiliates, which may depress the market value of the Class A common stock following the Proposed Merger, into which the Company's units will convert following the proposed Merger, and will limit a stockholder or a new investor's ability to influence the outcome of important transactions, including a change in control . – The market price, trading volume and marketability of ENDRA's Class A common stock following the proposed Merger may be significantly affected by numerous factors beyond ENDRA's control . – ENDRA may need to raise additional capital to grow our business and may not be able to do so on favorable terms, if at all . Future issuances of equity or debt securities may adversely affect the value of ENDRA's common stock . – Future sales of Class A common stock following the proposed Merger may affect the market price of ENDRA's Class A common stock . – Because ENDRA is expected to be a “controlled company” within the meaning of the Nasdaq listing rules following the Proposed Merger, ENDRA's stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies .
Helium Market Overview The Virginia Gas Project Is Truly Unique Project Overview – Phase 1 and Phase 2 LNG Market Overview Milestones Transaction Overview Table of Contents CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION 4
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Transaction Overview 5 Issuer Noble Africa LLC, a Delaware limited liability company (the "Company"), an intermediate holding company formed by ASP Isotopes Inc. (Nasdaq: ASPI) ("ASPI") as a holding vehicle for Renergen Limited ("OpCo") Transaction Overview Immediately following the closing of the Potential Offering, ENDRA Life Sciences Inc. (Nasdaq: NDRA) ("ENDRA") will acquire 100% of the outstanding equity interests of the Company, currently intended to be effected by means of a reverse triangular merger of a wholly owned subsidiary of ENDRA with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of ENDRA Investment Amount An aggregate of approximately $50,000,000 consisting of Company Units Purchase Price Range $6.57 per Company Unit (or per share equivalent) Securities Offered Class A common units ("Company Class A Units") and Class B common units of the Company (the "Company Class B Units" and, collectively with the Company Class A Units, the "Company Units"), which will be converted into shares of ENDRA Class A common stock, par value $0.0001 per share (the "PubCo Class A Common Stock") and ENDRA Class B common stock, par value $0.0001 per share (the "PubCo Class B Common Stock" and, collectively with the PubCo Class A Common Stock, the "PubCo Common Stock"), respectively, at the effective time of the Proposed Merger; the PubCo Class B Common Stock will vote on a 10:1 basis with the PubCo Class A Common Stock Purchasers Company Class A Units: Third-party qualified institutional buyers (as defined in Rule 144A of the Securities Act), accredited investors (as defined in Rule 506 of Regulation D under the Securities Act) or non-U.S. persons (as defined in Regulation S under the Securities Act) Company Class B Units: ASPI, as lead investor Funding/Closing Funding of the purchase of the Proposed Offering shall occur 3 business days prior to the anticipated closing of the Proposed Merger, and the closing of the Proposed Offering shall occur immediately prior to the effective time of the Proposed Merger Registration The Company Units will be purchased in a private offering under Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D under the Securities Act, or Regulation S; it is expected that the Offering will be structured such that the investment into the Company will occur prior to the Merger and the issuance of shares of ENDRA Common Stock to all holders of Company Units in the Merger will be registered on a registration statement on Form S-4 Use of Proceeds General working capital, including funding of Phase 1 and Phase 2 of Renergen and transaction expenses for the Proposed Merger Placement Agents Lucid Capital Markets (U.S. investors) and Ocean Wall (non-U.S. investors)
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Pro Forma Capitalization — Sources & Uses 6 in millions Pro Forma Capitalization Shares % ASPI shares from contribution of Renergen 55.5 83.6% Shares from contemplated PIPE financing 7.6 11.5% Acquiror (NDRA) original shareholders 2.1 3.2% ASPI shares from May 2026 PIPE financing 0.6 0.9% Advisory fee shares 0.6 0.8% Total 66.4 100.0% USD in millions, except per share data Pro Forma Enterprise Value Build-Up Shares outstanding 66.4 Price per share $6.57 Market capitalization $436.0 (+) Debt 55.2 (–) Cash 51.4 Enterprise value $439.8 Transaction Sources Renergen equity roll $364.6 PIPE financing 50.0 Pre-PIPE financing 3.8 Total sources $418.4 Transaction Uses Renergen equity roll $364.6 New cash to balance sheet 51.4 Estimated cash fees and expenses 2.4 Total uses $418.4 Assumes $50 million of gross PIPE proceeds at a purchase price of $6.57 per Company Unit / share equivalent. ASPI shares from contribution of Renergen reflect the implied Renergen equity value divided by the $6.57 purchase price. Advisor fee shares consist of 450,000 shares and 100,000 pre-funded warrants to be approved and issued in connection with the closing of the Business Combination and payable to Lucid Capital Markets, LLC. Cash reflects estimated gross transaction proceeds, net of estimated transaction fees and expenses. Enterprise value is calculated as market capitalization at an assumed price of $6.57 per share less estimated pro forma cash and plus existing Renergen funded debt. Transaction sources and uses are illustrative and subject to change based on final transaction structure, actual transaction expenses, closing adjustments and definitive documentation. Excludes warrants other than pre-funded warrants. Assumes investors have waived rights to payment upon a Fundamental Transaction based upon the Black-Scholes value of the warrants.
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Goal & Focus Establish key biomarkers for metabolic diseases detection & management Primary focus on emerging GLP - 1 therapies Solution AI/ML powered, multi - featured Thermo - Acoustic device for liver fat measurement Advanced from a simple heuristic approach Target Customers Pharma/CRO – screen subjects for clinical trials High - End Primary Care – SLD detection & management Bariatric, Metabolic & Endo – obesity & T2D*, metabolism Business Model Subscription - based with MRR** Value proposition rooted in clinical data Use reference sites to scale ENDRA offers an AI - powered solution for measuring liver fat, focusing on GLP - 1 therapies with a subscription business model targeting high - end primary care, metabolic specialists, and pharmaceutical companies About ENDRA Life Sciences 7 *T2D: Type 2 Diabetes; ** MRR: Monthly Recurring Revenue
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Paul Mann CEO, Renergen CEO and Executive Chairman, ASP Isotopes Inc. – Co - founded ASP Isotopes in September 2021 – 25+ years of experience on Wall Street investing in healthcare and chemicals companies at Soros Fund Management, Highbridge Capital and Morgan Stanley – M.A. and M.Eng (Chemical Engineering) from Cambridge University – Research Scientist at Procter and Gamble – CFA charter holder Leadership Overview 8 – Almost two decades of upstream oil and gas experience, commercialising critical gas and helium assets – Co - developer of South Africa’s only onshore petroleum production right – Helped take the Virginia Gas Project to a globally significant reserve – Chairs ONPASA – Trustee of the Upstream Training Trust Nick Mitchell COO, Renergen Co - COO, ASP Isotopes Inc
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION ASP Isotopes Inc. (NASDAQ: ASPI) A U.S. - listed advanced materials company dedicated to the development of a differentiated isotope enrichment platform to strengthen global supply chain access to critical materials used in nuclear medicine, next - generation semiconductors, and nuclear energy Renergen Renergen’s principal asset is Tetra4 Proprietary Limited, which holds the Virginia production right and Evander exploration rights Noble Africa LLC Subsidiary of ASPI formed for the purpose of holding Renergen Ltd. ASPI plans to contribute 100% of its shares in Renergen Ltd to Noble Africa LLC immediately prior to the Proposed Merger, such that Renergen Ltd will become a direct, wholly owned subsidiary of Noble Africa LLC ASP Isotopes Inc . Delaware Renergen Limited South Africa Mahlako Gas Energy (Pty) Ltd Tetra4 (Pty) Ltd South Africa Virginia Gas Project Evander Noble Africa LLC Delaware (1) Mahlako Energy Fund and Third Way Investment Partners (via Mahlako Gas Energy) hold 5.5% of Tetra4, acquired for ZAR 550 million in F eb ruary 2024. Mahlako’s interest includes certain anti - dilution protections. (2) In connection with the acquisition of Renergen Ltd, certain commitments were made to the South Africa Competition Commiss ion designed to address public interest concerns and promote historically disadvantaged persons (“HDP”) and worker ownership, inc lu ding a commitment to implement, within 12 months of the closing of the acquisition of Renergen , a trust for the benefit of qualifying workers employed by Renergen Ltd and certain HDP communities and people located withi n t he production rights area of the Virginia Gas Project (the “Trust”). Upon the effective implementation date of the Trust, the Trust is expected to hold 5% of the issued sh are s in Tetra4 (with Renergen Ltd expected to hold 89.5% of the issued shares in Tetra4), subject to change in accordance with a ny capital raising activities of Renergen Ltd and/or Tetra4 following the closing of the acquisition of Renergen . Current Renergen Corporate Structure ASP Isotopes Inc. (NASDAQ & JSE) acquired Renergen Limited on January 6, 2026 9 Production Right: 12/4/07PR 12/3/2/32ER 12/3/2/94ER Exploration Rights: Exploration Right: 12/3/2/31ER 5.5% (1) 100% 94.5% (2) 100%
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION WORLD - CLASS RESERVES ~3% average helium concentration across the field based on exploration to date vs. global mega - projects as low as 0.04% First - Mover Position Only onshore petroleum production right in South Africa Producing & Scaling Phase 1 drilling ~4 months ahead of schedule: Targets ~70 MCF/day helium and ~2,500 GJ/day LNG Phase 2 targets ~900 MCF/day helium and ~34,400 GJ/day LNG U.S. - Anchored Funding Principal lender is the U.S. Development Finance Corporation (DFC) Tetra4 has entered into a $40M secured credit facility with DFC, and DFC has conditionally approved to fund Phase 2 with up to $500M of senior secured debt Standard Bank of South Africa has also conditionally approved up to an additional $250M of senior secured debt funding for Phase 2 Scarcity Value One of few commercial - scale helium sources outside legacy regions Corporate Highlights Providing exposure to a rare strategic asset, combining high helium concentrations with high - purity methane, creating a distinct ive helium and LNG platform in South Africa 10 Government - Backed Mandate Designated a Strategic Integrated Project by the South African government Helium is classified as a critical mineral in the U.S.
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Well Positioned to Deliver Both Helium and LNG Into This Window Global Supply Disrupted Geopolitical conflict in the Middle East has taken major helium production offline and disrupted export routes, tightening global supply Helium Prices are at Multi - Year Highs Long - term contracts now average $500/mcf — up at a 15% CAGR since 2018 — driven by structural scarcity, not a cyclical peak High Helium Demand, Limited New Supply Chip manufacturing, space exploration and medical industries are all accelerating helium consumption, with no substitute on the horizon Few new helium projects are within 12 months of first product South Africa is Hungry for Hydrocarbons South Africa’s gas demand could reach ~870 PJ / 25 bcm by 2032 LNG combines energy security, lower emissions and long - life infrastructure value generating early cash flow while pipelines are developed and built Why Now? Helium and LNG markets are tightening at exactly the moment Renergen ramps production 11
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Helium Market Overview
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION MRI / NMR Lifting Laboratory / Science Semicondu ctors Welding / Cutting Fiber Optics Leak Detection Rocketry Diving Other Current (~6.0 Bcf/year) 1.20 0.90 0.90 0.90 0.50 0.50 0.30 0.30 0.20 0.20 2030 Projected (~8.5 Bcf/year) 1.40 1.20 1.10 1.60 0.70 0.70 0.70 0.70 0.30 0.40 1.20 0.90 0.90 0.90 0.50 0.50 0.30 0.30 0.20 0.20 1.40 1.20 1.10 1.60 0.70 0.70 0.70 0.70 0.30 0.40 HELIUM USAGE BY VOLUME Properties of Helium Chemically inert – Doesn’t readily react with other elements – Ideal where chemical reactions could be problematic Non - toxic – Colourless, odourless and tasteless Low density – Second lightest element in the universe (after hydrogen) – Buoyancy without the combustion risk of hydrogen Low boiling point – Boiling point of - 268.9 o C – Does not solidify at atmospheric pressure Superfluidity – Zero viscosity in liquid form; flows without loss of kinetic energy – The only substance with this property Critical mineral – EU listed Helium as a critical raw material (2023) – U.S. Govt treats Helium as a priority mineral through large investment in supply chain, including Renergen 5 - 6% Global helium demand is expected to grow at a rate of approximately 5 - 6% per annum, driven by semiconductors and rocketry Helium consumption is a function of supply, not demand – if there were more helium, more could be consumed Rare 0.1% Minimum He concentration in natural gas for economic extraction Helium: A Vital and Irreplaceable Element in Many Modern Industries A rare commodity with structurally tight supply 13 Source: Akap Energy Helium Market 2026; Global helium demand is expected to grow at a rate of approximately 5 - 6% per annum, driven by signif icant expansion in semiconductor and rocketry end markets.
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION A ~$3Bn Market the Modern Economy Cannot Run Without 14 Critical Industries — From MRI to Quantum — Depend on Helium With No Viable Substitute MARKET SIZE 6.5 bcf/y Global demand growing 5 - 6% p.a.; demand increasingly linked to AI chips, healthcare and advanced manufacturing MARKET VALUE US$3bn Upstream; end - user market 3 - 4 × larger SUPPLY CONCENTRATION ~75% From US & Qatar; 2026 Qatar outage cuts ~30% short - term while the anticipated long - term impact from Middle East conflict and Russian export restrictions is expected to constrain market by 11% 0 100 200 300 400 500 600 0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Helium supply by region (mmcf/y) versus global average import price (US$/mcf) US BLM (net) US (ex-BLM) Russia Qatar Algeria Canada China Other Average import price Source: AKAP Energy
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION 15 2024 - 25 Helium Supply (bcf) 2024 - 25 Helium Demand (bcf) The 2024 - 25 Helium Market Was Well Balanced Source: Gasworld
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION 2006 - 2007 2011 - 2013 2018 - 2020 2022 - 2023 2026+? Production disruptions at several key facilities, including the U.S. Federal Helium Reserve, combined with strong demand grow th Unplanned outages at major plants in Qatar and the U.S. Maintenance shutdown in Qatar and decline in U.S. federal helium production Maintenance shutdowns in Qatar and the U.S., a series of fires at Russian processing plants, and reduced supply from Algeria in response to the Russian - Ukrainian conflict Iran attacks and causes permanent damage to Qatar’s Gas Processing Facilities; Russia introduces export controls Years Cause of helium supply crisis We Have Likely Entered the Fifth Recent Helium Supply Crisis 16
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION The Virginia Gas Project is Truly Unique
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Highest grade Highest concentration of commercially scalable Helium resources found to date globally Vast reserves Vast reserves – multi generational asset Location Geographic location facilitates rapid transportation to markets Low carbon Significantly lower carbon footprint compared to other major global reserves forecast to come online this decade Local demand Structurally undersupplied South African energy market facilitates the placing of associated hydrocarbons Renergen’s Virgina Gas Project Is Truly Unique 18
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Free State 311Moz @ 4g/t Figure: RMS amplitude anomalies (white arrows) at depth slices indicating hydrocarbon accumulations. Fractures and faults (red arrows) connected to gas accumulations 1 Timing of the asteroid impact and conditions after impact resulted in bacteria adapting to the specific surroundings 2 Methane is generated because of the decomposition of the organic content deposited from the lacustrine paleo environments 3 Helium gas is produced as a by - product of radioactive decay from abundant thorium and uranium found in the Dominion basement 4 Helium co - mingles with methane through fractures and faults where it occurs in both the WITS and the Karoo 19 How Did the Gas Get There? Source: Company data A 2.02 - Billion - Year - Old Impact Event Created the Interconnected Fault and Fracture System That Supports Reservoir Connectivity
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Multiple Gas - Bearing Source Rocks with Exceptional Helium Potential 20 Source: Company data
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION The Resource’s Geology & Fault - Lines Have Been Extensively Mapped Total Production License = 187,000 Ha 21 – The Virginia Gas Field Project is situated in the Witwatersrand Supergroup of meta - sediments of Precambrian age that host the Welkom Goldfields – The reservoirs (fractured Wits and charged Karoo Sandstones) are of a fractured nature (fractured Wits) and charged conventional body (Karoo sandstones) – Tetra4 has confirmed through drilling that methane and helium are trapped in both faults and adjacent to volcanic dykes and sills within the Ventersdorp and Witwatersrand Groups and migrated into the Karoo where it is trapped by doleritic sills – The primary factor is the total extent of faults, fractures and mapped dykes/sills that are priority drilling targets Virginia Status Virginia Production Right (Excluding Exploration Rights) Extent Gas - bearing structures 565.65 Total Faults Extent (km) 666.88 Total Dykes Extent (km) 502.08 Total Sills Area (km) Source: Company data
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION 45.3 154.5 315.8 215.1 407.0 600.1 0 200 400 600 800 1P 2P 3P BCF Mar-19 Nov-21 1.1 2.6 7.2 7.2 13.6 20.0 0 10 20 30 1P 2P 3P BCF Mar-19 Nov-21 Approximately the size of U.S. Federal Helium system Methane (Bcf) Helium (Bcf) Proven Reserves, contingent resources and Prospective resources 3P 2P 1P 3P 2P 1P Net Reserves 600.1 407.0 215.1 20.0 13.6 7.2 2021 Proven Reserves C3 C2 C1 C3 C2 C1 Contingent Resources 368.6 241.0 127.6 12.3 8.0 4.3 2021 Contingent Resources 3U 2U 1U 3U 2U 1U Prospective Resources (1) 491 321 170 16.4 10.7 5.7 2021 Prospective Resources Helium Methane 22 Summary of the Virginia Project’s Methane & Helium Net Gas Reserves (1) Calculated at 3% NB: The Charged Karoo Sandstone Reservoir is not currently included in any of our prior reporting Source: Company data
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Cape of Good Hope Port of Porto Port of Houston US Strategic Helium Reserve (BLM) Port of Antwerp Qatar Port of Shanghai Singapore Liquid helium retained Transit time Route 80% liquid / 20% gas ~20 days Cape of Good Hope → Houston 80% liquid / 20% gas ~16 days Cape of Good Hope → Antwerp 90% liquid / 10% gas ~16 days Cape of Good Hope → Porto (Brazil) 55% liquid / 45% gas ~44 days Qatar → Shanghai (via Singapore) 60% liquid / 40% gas ~40 days Qatar → Port of Houston 23 Location Matters Every day of travel, we assume a conservative 1% of liquid helium turns into a gas via boiloff – Cape of Good Hope’s location is one of the most accessible globally Source for figure: Company data
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Project Overview — Phase 1 and Phase 2
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION One Asset, Two Products, Four Markets Producing liquid natural gas (“LNG”) and liquid helium across Phase 1 and Phase 2 25 Well Heads Phase 1 Production: ~70 MCF/day helium & ~2,500 GJ/day LNG Phase 2 Production: ~900 MCF/day helium & ~34,400 GJ/day LNG LNG / Helium Processing Plant Gas to Power Industrial Transport Industry Helium End Users
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Phase 2 Phase 1 Large - scale expansion post - Phase 1; likely in three sub - phases to mitigate risk Stages 1A/1B (completed) through 1C; anticipated production ramp to nameplate in Q3 2026 Staging ~34,000 GJ/day LNG; ~900 MCF/day liquid helium ~2,500 GJ/day LNG; ~70 MCF/day liquid helium Processing Vertically integrated domestic model: road delivery, storage, regas , depot dispensing Bespoke regas systems for Ardagh Glass & Ceramic Industries; depot LNG dispensing Downstream Domestic industrial, logistics & potential gas - to - power; scales with commissioning Domestic industrial & logistics customers LNG Offtake Expected to be substantially pre - contracted long - term take - or - pay with suppliers & end users Expected to be pre - contracted long - term take - or - pay with industrial gas suppliers & end users Helium Offtake Long - lived asset, ~20 - year horizon Long - lived asset, ~20 - year horizon Expected Asset Life 26 Phase 1 vs Phase 2
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Phase 1 Proves It… Phase 2 Scales It 13x the production capacity but only 1.5x the footprint 27
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION LNG & Helium — Phase 1 HELIUM CAPACITY ~70 mcf/day CAPACITY ~2,500 GJ/day (LNG) FUNDING Debt: US DFC: US$ 40m + IDC ZAR 162m STATUS Anticipated to reach nameplate capacity in Q3, 2026 LNG & Helium — Phase 2 HELIUM CAPACITY ~900 mcf/day CAPACITY ~34,000 GJ/day (LNG) FUNDING Debt: US DFC: US$ 500m + Standard Bank: US$ 250m STATUS Target first production: FY2030 (44 - month build from Financial Close) Phase 1 Reach nameplate capacity Phase 1 helium nameplate capacity targeted for Q3, 2026 Phase 2 — Build & Funding Debt package Phase 2 debt facilities: DFC (US$500M) and Standard Bank (US$250M) 44 - months Build Award EPC and construction contracts and commence the Phase 2 build - out 2030 - 2031 First Phase 2 production Phase 2 nameplate capacity of ~900 MCF/day and 34,000 GJ/day LNG Virginia Gas Project — Progression & Milestones Current status, Phase 1 economics, and the path to Phase 2 28
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION LNG Market Overview
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Transport (Rail) Transport (Long - haul) Industrial Thermal Energy - Intensive Electrical Power Users Natural Gas Users and Sectors 30
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION – Near - term cash flow: SSLNG monetises stranded local gas early; revenue before pipelines are built – Large addressable market: South Africa’s gas demand could reach ~870 PJ / 25 bcm by 2032 – De - risked demand: LNG/SSLNG is the fastest bridge to the 2028 gas cliff, protecting ~70,000 jobs – Margin upside: SSLNG displaces higher - cost diesel and fuel oil in mines, industry and transport – Durable returns: combines energy security, lower emissions and long - life infrastructure value The investment case for LNG Natural G as C onsumption by End Use Sector 2025 (2) 38.9% 25.7% 14.5% 10.8% 3.9% 6.1% 0.2% 0% 15% 30% 45% Electric Power Industrial Residential Commerical Pipeline and Distrubtion Lease and Plant Fuel Vehicle Fuel ~870 PJ market by 2032 (25 bcm) ~70,000 jobs protected by gas supply 2028 gas cliff — LNG is the bridge 31 LNG Uses — “Cleaner Burning Fuel” LNG projected demand to rise around 60% by 2040, led by Asia, and notes continued tightness in the mid - 2020s as new supply is gr adually absorbed (1) (1) According to Shell LNG Outlook 2025 (2) Source: U.S. EIA Share of Total US Natural Gas Consumption by End Use Sector 2025 Note: 870 PJ is exactly 870,000,000 GJ
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Opportunity Future Demand Gas demand grows as South Africa replaces coal and closes the 2028 gas cliff gap Bridge Solutions SSLNG, virtual pipelines and indigenous gas are the faster route to supply Pricing Control Indigenous gas offers more pricing control and lower FX exposure Shorter Chain Local gas and SSLNG win where they cut shipping, regas and inland logistics Challenges to Navigate No LNG Import Infrastructure South Africa still lacks operational terminals Timing Declining pipeline gas and delayed terminals risk leaving demand uncovered Structural Challenges Policy delays, permitting, port bottlenecks and uncertain anchor demand Contract/Spot Imported LNG carries USD FX risk and volatile HH/TTF/JKM pricing Pricing Exposure Delivered prices track global LNG benchmarks plus logistics 32 South Africa's Gas Market: A 2028 Inflection Point Sasol's Mozambique pipeline supply ends in 2028 — Opening a structural gap for indigenous gas and SSLNG
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Target Milestones
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION – Expect to obtain Phase 1 nameplate capacity (Q3, 2026) – Expect to deliver first helium exports to international customers – Commence pre - development of Phase 2 – Initiate targeted exploration programme to enhance Proven Reserves 2026 2027 2028 2029 - 31 Target Milestones 34 Note: Operational milestones represent current expectations of management based on information available as of the date hereo f – Commence Phase 2 downstream dispensing roll - out and customer site installations – Start commissioning of the Phase 2 LNG and liquid helium process plant – Break ground on the Phase 2 LNG and liquid helium process plant and associated utilities – Complete Phase 2 pre - development activities – Achieve anticipated financial close for Phase 2
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION The Virginia Gas Project is more than an energy play — it is a strategic supplier of two scarce and increasingly important products: helium for critical global industries and LNG for an energy - constrained South African market Investment is critical now: A first - mover advantage and an increasingly funded route to scale, at a time when both domestic gas security and global helium supply matter more than ever Rare Resource Base: Owns a rare, high - grade helium and LNG resource base in South Africa Non - Substitutable Demand: Supplies critical industries where helium is non - substitutable Energy Security: Supports domestic energy security through cleaner LNG supply De - Risked Scale - Up: Phase 2 funding materially de - risks the scale - up pathway Long - Duration Growth: offers long - duration growth from a strategic, hard - to - replicate asset Virginia Gas Project: A Strategic Helium & LNG Platform 35
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Appendix
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Virginia Gas Plant Virginia Gas Plant Cooling towers Reverse osmosis plant Process plant Processing area LNG road tanker Aerial site view Operations Gallery 37
CONFIDENTIAL | NOT FOR FURTHER DISTRIBUTION Cooling towers Utilities Compressor station Compressor station Virginia Gas Plant LNG Trailer VLNG filling Virginia Gas Plant Site & Progress 38
FAQ
What merger did ENDRA Life Sciences (NDRA) announce with Noble Africa and Renergen?
ENDRA Life Sciences agreed to merge a wholly owned subsidiary with Noble Africa LLC, an ASP Isotopes vehicle that will own Renergen. After closing, Noble will be a direct, wholly owned subsidiary of ENDRA, effectively shifting ENDRA’s business focus to Renergen’s helium and LNG operations.
How much new capital is being raised in connection with the ENDRA–Noble Africa transaction?
Noble Africa entered into subscription agreements to raise approximately $50 million by selling about 4,594,218 Class A units or pre-funded warrants and 3,054,185 Class B units at $6.57 per unit. This Noble Investment will close immediately before the merger and is intended to fund Renergen’s development and transaction expenses.
What voting rights will ASP Isotopes hold in ENDRA after the Noble Africa merger?
ASPI will receive 55,500,000 Noble Class B units in exchange for contributing all Renergen equity. These convert into Class B common stock of the renamed ENDRA, each carrying ten votes per share. This structure concentrates voting power with ASPI and its affiliates on all stockholder matters.
What changes to ENDRA’s capital structure are planned in the merger?
ENDRA will adopt an amended and restated certificate of incorporation, rename itself Noble Africa Inc., and create Class A and Class B common stock. It will authorize 1,000,000,000 Class A shares, 200,000,000 Class B shares, and 50,000,000 preferred shares, with existing common stock reclassified into Class A.
Is a reverse stock split included in the ENDRA Life Sciences merger plan?
Yes. Subject to stockholder approval, ENDRA may implement a reverse stock split on the merger closing date, at a ratio approved by its board. The stated purpose is to help ENDRA maintain compliance with Nasdaq listing standards as it transitions to the dual-class, post-merger capital structure.
What are the key closing conditions and termination rights for the ENDRA–Noble merger?
Closing requires ENDRA stockholder approval of merger-related matters, SEC effectiveness of a Form S-4, Nasdaq listing approval, completion of the $50 million Noble investment, OPIC consent, minimum $3.8 million ENDRA cash, and covenant performance. Either party can terminate if closing has not occurred by December 24, 2026 or if certain conditions fail.