Endra Life Sciences Inc SEC Filings

ENDRA Life Sciences (NDRA) entered a private placement, agreeing to sell 744,340 shares of common stock (and/or prefunded warrants) with accompanying warrants to purchase up to 1,488,680 shares at an exercise price of $6.32, sold at a combined purchase price of $6.57 per share-and-warrant. A board member participated at $7.06 with warrants exercisable at $6.81. The deal is expected to close on October 15, 2025, with expected gross proceeds of approximately $4.9 million.

The company plans to allocate the majority of net proceeds to a new digital asset treasury (DAT) strategy, initially placing approximately $3.5 million under management with Arca Investment Management. Fees include a 1.25%–1.75% annual management fee and a 10%–15% performance fee. ENDRA capped spending on its TAEUS liver device pilot validation imaging study at up to $750,000 from the Offering and no more than $1 million in total. A Registration Rights Agreement requires filing a resale registration within 30 days of closing. ENDRA terminated its prior $6.2 million ATM program on October 13, 2025. The company appointed Jeff Dorman to its Digital Asset Advisory Board and will custody DAT assets with Anchorage Digital Bank.

ENDRA Life Sciences (NDRA) filed an amended 8-K to correct technical EDGAR item coding and reported a private placement to support its digital asset treasury (DAT) strategy.

The company agreed to sell 744,340 shares of common stock and/or prefunded warrants, plus common warrants to purchase up to 1,488,680 shares at an exercise price of $6.32, sold at a combined $6.57 per share-and-warrant unit. A director participant purchased at $7.06 with warrants exercisable at $6.81. Closing was expected on October 15, 2025, for anticipated gross proceeds of approximately $4.9 million, with Lucid Capital Markets as placement agent.

Most net proceeds will fund the DAT strategy; up to $750,000 may be used on a pilot validation imaging study of the TAEUS liver device, and no more than $1 million in aggregate on that study. The company will file a resale registration within 30 days of closing. ENDRA entered an investment management agreement with Arca, initially allocating about $3.5 million, paying 1.25%–1.75% AUM fees plus 10%–15% performance fees, and issued 400,000 advisory warrants (100,000 exercisable at $6.95; 300,000 contingent at $6.95–$7.50). Custody will be with Anchorage Digital Bank. The company terminated its $6.2 million ATM and issued placement agent warrants for 44,660 shares at $9.47. The 2025 annual meeting is set for December 9, 2025; record date is October 16, 2025.

ENDRA Life Sciences (NDRA) reported an insider purchase by director Anthony DiGiandomenico on 10/10/2025. He acquired 70,822 shares of common stock at $7.06 and 141,644 warrants with a $6.81 exercise price in a private placement exempt under Rule 16b-3(d)(1). Following the transaction, he beneficially owned 76,265 shares, which includes unvested RSUs. The warrants become exercisable on 10/15/2025 and expire on 10/15/2030. Ownership is reported as direct.

ENDRA Life Sciences, Inc. (NDRA) reported interim financial details showing limited operating liquidity and continuing uncertainty about its ability to continue as a going concern. The company had working capital of $1,276,246 at June 30, 2025 and recorded a lease liability of $557,492 (down from $584,419 at Dec. 31, 2024). Inventory reserves declined to $0 from $2,525,179, and inventory was reported at $0 as of June 30, 2025. Research and development expenses for the six months ended June 30, 2025 were $909,746 versus $1,757,892 in the prior year period. The company recognized a warrant liability of $328,610 and disclosed potential dilution of 342,501 potentially dilutive shares. Management states additional financing is required and that these matters raise substantial doubt about the company’s ability to continue as a going concern.

ENDRA Life Sciences (NDRA) filed S-1/A (Amend. 2) to sell 15.7 M common shares and an equal number of pre-funded warrants plus 628 k underwriter warrants. At an assumed $6.57 price, gross proceeds ≈ $103 M; net to ENDRA ≈ $95.6 M.

Use of proceeds: only 5 % (≈ $3-5 M) earmarked for TAEUS R&D, trials and working capital; the remaining ≈ 95 % will be deployed into bitcoin purchases under a new treasury policy managed by Arca and custodied at Anchorage.

Dilution: share count would jump from 0.75 M to >16 M (>20×), cutting existing ownership to ~5 %. A 45-day 2.36 M share over-allotment option is available to the underwriter.

Financials (prelim. Q2-25): no revenue; operating loss narrows to $1.3 M (vs. $2.2 M LY); cash $1.8 M; working capital $1.2 M; total assets $2.6 M. Auditor flags going-concern risk.

Nasdaq status: bid-price compliance restored after two reverse splits (1:50, 1:35) but stockholders’ equity is below the $2.5 M threshold; ENDRA awaits Nasdaq’s ruling on a remediation plan due Nov-23-25.

Strategic pivot: TAEUS platform repositioned toward metabolic-disease biomarkers and GLP-1 therapy monitoring, with AI integration and a subscription revenue model targeting pharma, concierge care and bariatric clinics.

Lucid Capital Markets acts as sole book-runner; closing expected shortly after effectiveness.

ENDRA Life Sciences Inc. (Nasdaq: NDRA) has filed a Form S-1 to raise approximately $121.4 million (assumed price $8.30) through the sale of 15.7 million common shares and an equal number of pre-funded warrants, plus 628,000 underwriter warrants and a 45-day 15% over-allotment option. The deal will enlarge the share count from 752,755 to roughly 16.5 million basic shares before warrant exercises, representing dilution of about 2,070%.

Use of proceeds: management plans to allocate about 95% of net proceeds to establish a cryptocurrency treasury strategy, purchasing digital assets (no specific token mix disclosed). A minimum of the greater of $5 million or 5% of gross proceeds will support R&D, clinical trials and working capital for its Thermo-Acoustic Enhanced Ultrasound (TAEUS®) platform, which targets metabolic disease biomarkers and GLP-1 drug monitoring.

Capital markets context: NDRA regained Nasdaq bid-price compliance after 1-for-50 and 1-for-35 reverse splits in 2024, but it remains vulnerable: the company is in a Nasdaq stockholders’ equity deficiency ($1.75 million vs. $2.5 million requirement) and must submit a remediation plan by 11 July 2025. Failure leaves a delisting risk with no automatic 180-day grace period.

Operating snapshot (preliminary 2Q 2025):

• No revenue; same as 2Q 2024.
• Loss from operations: approximately $1.3 million (improved from $2.2 million).
• Cash & cash equivalents: $1.8 million; working capital: $1.2 million.

Strategic shift: ENDRA is repositioning TAEUS for a subscription model targeting pharma/CROs, concierge networks and bariatric clinics, integrating AI, shrinking form factor and pursuing OEM licensing. Simultaneously, the board has concluded that allocating surplus cash, and potential new financings, into cryptocurrency offers a better long-term store of value and intends to treat digital assets as its principal treasury holding, stored with third-party cold-storage custodians.

Key risks highlighted:

• Going-concern uncertainty; continued operating losses.
• Large dilution and warrant overhang from the offering.
• Volatility and regulatory uncertainty surrounding cryptocurrency; potential classification as a security could trigger 1940 Act issues.
• Nasdaq compliance failures could lead to delisting.
• No active market is expected for the pre-funded warrants, limiting liquidity.

Underwriting terms: Lucid Capital Markets will receive a 7% cash fee (5% on proceeds >$100 million) and warrants equal to 4% of securities sold. The company grants a 45-day over-allotment option for up to 2.355 million additional shares.

Overall, the registration provides ENDRA with a potential lifeline of fresh capital but shifts financial exposure heavily toward cryptocurrency price movements and compounds equity dilution for existing shareholders.