ENDRA Life Sciences (NASDAQ: NDRA) regains Nasdaq listing compliance but faces review

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

ENDRA Life Sciences Inc. reports that Nasdaq has notified the company it has regained compliance with the exchange’s minimum stockholders’ equity requirement of $2,500,000 under Nasdaq Listing Rule 5550(b)(1). This follows an earlier notice of deficiency based on the company’s Form 10-K for the year ended December 31, 2025.

Under Nasdaq Listing Rule 5815(d)(4)(A), the company will be subject to a one-year Discretionary Panel Monitor period starting July 1, 2026. If ENDRA falls out of compliance with any Nasdaq listing rule during this monitoring period, it will not receive additional time to cure but would instead receive a Delist Determination Letter, with only the opportunity to request another hearing before a Nasdaq Hearings Panel.

Positive

Regained Nasdaq equity compliance: Nasdaq confirmed the company now meets the $2,500,000 Minimum Stockholders’ Equity Requirement under Listing Rule 5550(b)(1), removing the immediate delisting risk that followed the April 20, 2026 deficiency notice.

Negative

Heightened delisting risk during monitor period: For one year from July 1, 2026, any new Nasdaq rule deficiency will lead directly to a Delist Determination Letter without cure periods, potentially accelerating delisting proceedings.
No additional compliance extensions allowed: During the Discretionary Panel Monitor period, staff cannot grant extra time or accept a compliance plan for new deficiencies, limiting the company’s flexibility if issues arise.

Insights

ENDRA regains Nasdaq compliance but faces stricter oversight for one year.

ENDRA Life Sciences has resolved a prior Nasdaq deficiency tied to stockholders’ equity falling below the $2,500,000 minimum in its 2025 Form 10-K. Regaining compliance removes the immediate threat of automatic delisting and keeps trading on The Nasdaq Stock Market LLC intact for now.

However, Nasdaq has placed the company under a Discretionary Panel Monitor for one year from July 1, 2026. During this period, any new violation of Nasdaq listing rules would trigger a Delist Determination Letter without the usual cure periods or staff-granted extensions, though the company could still request a new hearing.

This structure means future compliance issues could escalate more quickly to potential delisting than under standard procedures. The practical impact will depend on whether ENDRA maintains required financial and governance standards throughout the monitoring period as described in the notice.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Minimum stockholders’ equity requirement: $2,500,000 Deficiency notice date: April 20, 2026 Hearing date: May 28, 2026 +3 more

6 metrics

Minimum stockholders’ equity requirement $2,500,000 Nasdaq Listing Rule 5550(b)(1) threshold for continued listing

Deficiency notice date April 20, 2026 Date Nasdaq staff cited equity below the required minimum

Hearing date May 28, 2026 Date of Nasdaq Hearing Panel session requested by company

Compliance notice date July 8, 2026 Date Nasdaq notified company it had regained compliance

Monitoring period start July 1, 2026 Start of one-year Discretionary Panel Monitor under Rule 5815(d)(4)(A)

Monitoring period length 1 year Duration of enhanced oversight following compliance restoration

Key Terms

Minimum Stockholders’ Equity Requirement, Nasdaq Listing Rule 5550(b)(1), Discretionary Panel Monitor, Delist Determination Letter, +1 more

5 terms

Minimum Stockholders’ Equity Requirement financial

"the Company’s stockholders’ equity ... was below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”)."

Nasdaq Listing Rule 5550(b)(1) regulatory

"was below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”)."

Discretionary Panel Monitor regulatory

"Pursuant to Nasdaq Listing Rule 5815(d)(4)(A), the Company will be subject to a Discretionary Panel Monitor for a period of one year from July 1, 2026."

A discretionary panel monitor is a compliance mechanism—either a small oversight group or a software tool—that reviews and checks trades made at a manager’s discretion to ensure they follow investment rules, risk limits and client instructions. For investors it matters because this watchdog helps prevent unauthorized or risky decisions, reduces the chance of loss or regulatory penalties, and protects trust much like a referee or speed governor keeps a game or machine within safe limits.

Delist Determination Letter regulatory

"Instead, pursuant to the Notice, the Staff will issue a Delist Determination Letter and the Company will have an opportunity to request a new hearing"

A delist determination letter is a formal notice from a stock exchange telling a company it no longer meets listing rules and is facing removal from the exchange. For investors, it signals that the stock may lose its regular trading venue, which can sharply reduce liquidity and visibility—like being forced out of a busy shopping mall into a small flea market—raising the risk of price drops and harder-to-sell shares.

Nasdaq Hearing Panel regulatory

"the Company requested a hearing before the Nasdaq Hearing Panel, and a hearing was held on May 28, 2026."

A Nasdaq hearing panel is a group of independent reviewers who decide whether a publicly listed company has broken the exchange’s rules and what penalties, if any, should apply. Think of it like a neighborhood committee that reviews complaints and can impose fines, require fixes, or remove a member; for investors, the panel’s rulings can affect whether a stock keeps trading, faces suspension, or suffers reputational and price impact.

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Available on EDGAR 07/09/2026 - 06:09 AM Accepted by SEC EDGAR 07/09/2026 - 06:08 AM

FAQ

What did ENDRA Life Sciences (NDRA) announce about its Nasdaq listing status?

ENDRA Life Sciences announced that Nasdaq notified the company it has regained compliance with the exchange’s minimum stockholders’ equity requirement, keeping its common stock listed on The Nasdaq Stock Market LLC, subject to a one-year monitoring period.

Why was ENDRA Life Sciences (NDRA) previously out of Nasdaq compliance?

The company’s Form 10-K for the year ended December 31, 2025 reported stockholders’ equity below Nasdaq’s required minimum of $2,500,000 under Listing Rule 5550(b)(1), prompting a deficiency notice from Nasdaq’s Listing Qualifications Staff on April 20, 2026.

What is the Nasdaq Discretionary Panel Monitor for ENDRA Life Sciences (NDRA)?

Nasdaq placed ENDRA under a one-year Discretionary Panel Monitor starting July 1, 2026. During this period, any new listing rule deficiency will bypass normal cure periods and result directly in a Delist Determination Letter, though the company can still request a hearing.

What happens if ENDRA Life Sciences (NDRA) violates Nasdaq rules during the monitoring period?

If ENDRA falls out of compliance with any Nasdaq Listing Rules during the one-year monitoring period, staff must issue a Delist Determination Letter without granting plan-of-compliance review or extra time, and the company’s securities may then be delisted after the hearing process.

Can ENDRA Life Sciences (NDRA) appeal a future Nasdaq delisting decision?

Yes. Under the notice, if Nasdaq issues a Delist Determination Letter during the monitoring period, ENDRA may request a new hearing before the initial Nasdaq Hearing Panel or a newly convened panel, and present its response as allowed by Listing Rule 5815(d)(4)(C).

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): July 8, 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 8.01. Other Events.

As previously disclosed, on April 20, 2026, The Nasdaq Stock Market LLC (“Nasdaq”) Listing Qualifications Staff (the “Staff”) issued a letter to ENDRA Life Sciences Inc. (the “Company”) indicating that the Company’s stockholders’ equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2025 was below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”). On April 27, 2026, in accordance with the Staff’s letter, the Company requested a hearing before the Nasdaq Hearing Panel, and a hearing was held on May 28, 2026.

On July 8, 2026, the Company received written notice (the “Notice”) from Nasdaq indicating that the Company has regained compliance with the Minimum Stockholders’ Equity Requirement.

Pursuant to Nasdaq Listing Rule 5815(d)(4)(A), the Company will be subject to a Discretionary Panel Monitor for a period of one year from July 1, 2026. If, within the one-year monitoring period, the Staff finds the Company again out of compliance with any of Nasdaq’s Listing Rules, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and the Staff will not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3). Instead, pursuant to the Notice, the Staff will issue a Delist Determination Letter and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. Pursuant to the Notice, the Company will have the opportunity to respond/present to the Hearings Panel as provided by Listing Rule 5815(d)(4)(C). The Company’s securities may be at that time delisted from Nasdaq.

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: July 9, 2026	By:	/s/ Alexander Tokman
	Name:	Alexander Tokman
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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