ENDRA Life Sciences (Nasdaq: NDRA) shareholders back 1,000,000,000-share increase

Rhea-AI Filing Summary

ENDRA Life Sciences Inc. reported results of its 2025 annual stockholder meeting. Stockholders approved a Certificate of Amendment to increase the authorized shares of common stock from 20,000,000 to 1,000,000,000, with the change becoming effective upon filing with the Delaware Secretary of State on December 10, 2025.

Stockholders also approved a Second Amendment to the company’s 2016 Omnibus Incentive Plan and re-elected four directors to serve until the next annual meeting. They ratified RBSM LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025 and approved executive compensation on an advisory basis, while a proposal to add officer exculpation to the certificate of incorporation did not receive sufficient support.

Insights

Equity and governance analyst

Authorized share increase adds financing flexibility but heightens dilution risk.

Stockholders of ENDRA Life Sciences Inc. approved a Certificate of Amendment that raises authorized common stock from 20,000,000 shares to 1,000,000,000 shares. The amendment was filed with the Delaware Secretary of State on December 10, 2025 and became effective upon filing. This gives the company significantly more capacity to issue equity in the future for capital raising, acquisitions or compensation.

The same meeting approved a Second Amendment to the 2016 Omnibus Incentive Plan, allowing continued or expanded use of stock-based awards as described in the proxy materials. In contrast, a proposal to amend the certificate of incorporation to provide for officer exculpation did not pass, so existing liability protections for officers remain unchanged under the current charter.

Director elections, advisory approval of named executive officer compensation, and ratification of RBSM LLP as independent auditor for the fiscal year ending December 31, 2025 all received stockholder approval. Overall, governance and board structure remain largely stable, while the large increase in authorized shares introduces more flexibility for future equity issuance and potential dilution depending on how management uses this capacity.

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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) December 9, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 9, 2025, the stockholders of ENDRA Life Sciences Inc. (the “Company”) approved the Second Amendment to the Company’s 2016 Omnibus Incentive Plan (the “Omnibus Plan Amendment”) at the 2025 Annual Meeting of the Company’s Stockholders (the “Annual Meeting”).  A description of the terms and conditions of the Omnibus Plan Amendment is set forth in the definitive proxy statement for the 2025 Annual Meeting of Stockholders of the Company as filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2025 (the “Proxy Statement”) under the heading “Proposal 6 – Approval of Second Amendment to 2016 Omnibus Incentive Plan,” which such description is incorporated by reference herein.  This summary is qualified in its entirety by the full text of the Omnibus Plan Amendment set forth in Appendix B to the Proxy Statement, which is also incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Annual Meeting, the Company’s stockholders approved and adopted a Certificate of Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of Company’s common stock, par value $0.0001 (the “Common Stock”), from 20,000,000 shares to 1,000,000,000 shares (the “Share Increase Amendment”).

The Share Increase Amendment was filed with the Secretary of State of the State of Delaware on December 10, 2025 and was effective upon filing.

This above description is a summary of the Share Increase Amendment and is qualified in its entirety by reference to the full text of the Share Increase Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Proxy Statement, are as follows:

Proposal 1 - The Company’s stockholders elected the four directors nominated by the Company’s Board of Directors to serve until the next annual meeting of stockholders and the election of their successors:

		For				Withheld				Broker Non-Votes
Louis J. Basenese			418,586				7,350				260,128
Anthony DiGiandomenico			417,426				8,510				260,128
Michael Harsh			418,586				7,350				260,128
Alexander Tokman			422,728				3,208				260,128

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Proposal 2 - The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers:

For				Against				Abstain				Broker Non-Votes
	406,127				13,511				6,298				260,128

Proposal 3 - The Company’s stockholders ratified the appointment of RBSM LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

For				Against				Abstain				Broker Non-Votes
	680,031				1,781				4,252				0

Proposal 4 - The Company’s stockholders approved the Share Increase Amendment to increase the authorized number of shares of Common Stock from 20,000,000 shares to 1,000,000,000 shares:

For				Against				Abstain				Broker Non-Votes
	645,487				40,218				359				0

Proposal 5 - The Company’s stockholders did not approve a certificate of amendment to the Certificate of Incorporation t to provide for officer exculpation as permitted by Delaware law:

For				Against				Abstain				Broker Non-Votes
	358,746				63,603				3,587				260,128

Proposal 6 - The Company’s stockholders approved the Omnibus Plan Amendment:

For				Against				Abstain				Broker Non-Votes
	406,837				15,223				3,876				260,128

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, effective December 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.
December 12, 2025
	By:	/s/ Alexander Tokman
	Name:	Alexander Tokman
	Title:	Chief Executive Officer and Chairman

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FAQ

What major share authorization change did ENDRA Life Sciences (NDRA) approve?

Stockholders approved a Certificate of Amendment to increase the authorized shares of ENDRA Life Sciences’ common stock from 20,000,000 shares to 1,000,000,000 shares.

When did ENDRA Life Sciences’ new authorized share level become effective?

The Share Increase Amendment was filed with the Delaware Secretary of State on December 10, 2025 and was effective upon filing.

Which proposals were approved at ENDRA Life Sciences’ 2025 annual meeting?

Stockholders re-elected four directors, approved executive compensation on an advisory basis, ratified RBSM LLP as independent auditor for the year ending December 31, 2025, approved the increase in authorized common shares, and approved the Second Amendment to the 2016 Omnibus Incentive Plan.

Did ENDRA Life Sciences (NDRA) stockholders approve officer exculpation?

No. Stockholders did not approve the proposed certificate of amendment that would have provided for officer exculpation as permitted by Delaware law.

What happened with ENDRA Life Sciences’ Omnibus Incentive Plan at the 2025 meeting?

Stockholders approved the Second Amendment to the company’s 2016 Omnibus Incentive Plan, as described in the 2025 proxy statement under the proposal for that amendment.

Who is ENDRA Life Sciences’ independent auditor for the fiscal year ending December 31, 2025?

Stockholders ratified RBSM LLP as ENDRA Life Sciences’ independent registered public accounting firm for the fiscal year ending December 31, 2025.