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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 19, 2026
| ENDRA Life Sciences Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-37969 |
|
26-0579295 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 3600 Green Court, Suite 350 Ann Arbor, MI |
|
48105 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code (734) 335-0468
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common stock, par value $0.0001 per share |
|
NDRA |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.05 Costs Associated with Exit or Disposal Activities.
On March 25, 2026, ENDRA Life Sciences Inc. (the “Company”)
announced that it has initiated a process to evaluate a range of strategic alternatives aimed at maximizing shareholder value. In connection
with this revised strategy, on March 19, 2026, the Company reduced the number of its employees in order to reduce cash expenditures and
extend its operational runway. As a result, the Company expects to incur pre-tax cash charges of approximately $51,000 associated with
severance payments to former employees. While the Company will continue to pursue its TAEUS business, this charge reflects the change
in strategic direction for the Company. The Company expects to recognize the severance charges in the first quarter of 2026.
Item 7.01 Regulation FD Disclosure
On March 25, 2026, the Company issued a press release announcing that
it has initiated a process to evaluate strategic alternatives aimed at maximizing shareholder value.
A copy of the press release is included as Exhibit 99.1 hereto and
is incorporated herein by reference.
The information under this Item 7.01, including Exhibit 99.1, 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 of that section, and shall not be deemed to be incorporated by reference into the
filings of the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits
| Number |
|
Description |
| 99.1 |
|
Press Release dated March 25, 2026, furnished herewith |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. |
| March 25, 2026 |
|
| |
By: |
/s/ Alexander Tokman |
| |
Name: |
Alexander Tokman |
| |
Title: |
Chief Executive Officer and Chairman |
2
Exhibit 99.1
ENDRA Life Sciences Initiates Review of Strategic
Alternatives to Maximize Shareholder Value
Board to evaluate a range of alternatives while
continuing to support core business priorities
ANN ARBOR, Mich. (March 25, 2026) –
ENDRA Life Sciences Inc. (Nasdaq: NDRA) (“ENDRA” or the “Company”), a pioneer in thermoacoustic biomarker
imaging for early detection and monitoring of steatotic liver disease (SLD), today announced that its Board of Directors has initiated
a process to evaluate a range of strategic alternatives aimed at maximizing shareholder value.
As a part of this process, the Board will evaluate
a range of potential alternatives, including, but not limited to strategic investments, mergers, business combinations, in-licensing or
collaboration arrangements, asset sales, or sale or merger of the Company.
ENDRA has engaged Lucid Capital Management as
its financial advisor and K&L Gates as its legal counsel in connection with this process.
“The Board and management are committed
to identifying and evaluating opportunities that may maximize the shareholder value while building on the progress we’ve made advancing
ENDRA’s strategic priorities,” said Alexander Tokman, Chief Executive Officer of ENDRA Life Sciences. “We believe this
process will help us assess a range of options available to the Company and determine the most appropriate path forward for ENDRA and
its shareholders.”
The Company will continue to execute on its strategic
and operating initiatives during the review process. The Company has not set a timetable for completion of the process, and does not intend
to comment further unless and until additional disclosure is appropriate or required by law.
About ENDRA Life Sciences Inc.
ENDRA Life Sciences is the pioneer of Thermo Acoustic
Enhanced UltraSound (TAEUS®), a ground-breaking technology being developed to assess tissue fat content and monitor tissue
ablation during minimally invasive procedures, at the point of patient care. TAEUS® is focused on the measurement
of fat in the liver as a means to assess and monitor steatotic liver disease and metabolic dysfunction-associated steatohepatitis, chronic
liver conditions that affect over two billion people globally, and for which there are no practical diagnostic tools. Our press releases
and financial and other material information are routinely posted to and accessible on the Investors section of our website, www.endrainc.com .
Forward-Looking Statements
All statements in this press release that are
not based on historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements—based on certain assumptions and describing our
future plans, strategies, and expectations—can generally be identified by the use of terms such as “approximate,” “anticipate,”
“attempt,” “believe,” “could,” “estimate,” “expect,” “forecast,”
“future,” “goal,” “hope,” “intend,” “may,” “plan,” “possible,”
“potential,” “project,” “seek,” “should,” “will,” “would,” or
other comparable terms (including the negative of any of the foregoing), although some forward-looking statements are express differently.
Each forward-looking statement contained in this release is subject to risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statement.
Applicable risks and uncertainties include, among
others: expectations regarding the review process and the chance that it may not result in any transaction or other strategic outcome.;
our limited commercial experience, limited cash resources, and history of losses; our ability to obtain adequate financing to fund operations
in the future; risks related to shifts in regulatory, accounting, or tax treatment affecting our treasury activities; the potential impact
of any changes in financial reporting requirements; the risk that our stock price may be affected by the performance or valuation of assets
held in our treasury; a determination that we are an investment company under the Investment Company Act of 1940; our ability to achieve
profitability; delays or changes in regulatory requirements, policies, or guidelines; potential delays in submitting required regulatory
applications or other submissions to, or receiving approvals from, the U.S. Food and Drug Administration (“FDA”) or other
regulatory agencies; our ability to obtain and maintain required CE mark certifications and secured required FDA and other governmental
approvals for our Thermo Acoustic Enhanced Ultrasound (“TAEUS® ”) applications; our ability to develop
commercially viable products based on our TAEUS® technology; market acceptance of our technology; the effect of macroeconomic
conditions on our business; results of studies, which may be negative or inconclusive; our ability to secure and maintain development
partners; reliance on third parties, collaborations, strategic alliances, and licensing arrangements; the competitive landscape in the
healthcare industry; our ability to protect our intellectual property; changes in healthcare industry practices or reimbursement policies;
our ability to comply with regulations from federal, state, local, and foreign governmental agencies; our ability to maintain compliance
with Nasdaq listing standards; our dependence on key members of management; and other risks and uncertainties described in the Risk Factors
and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of the Company’s most recent
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.
You should not rely on forward-looking statements
as predictions of future events. Forward-looking statements in this press release speak only as of the date of issuance, and ENDRA assumes
no obligation to update such statements to reflect actual results or changes in expectations, except as required by law.
Company Contact:
Investor Relations
investors@endrainc.com
www.endrainc.com
Investor Relations Contact:
Yvonne Briggs
Alliance Advisors IR
(310) 691-7100
ybriggs@allianceadvisors.com
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