Welcome to our dedicated page for ENDRA Life Sciences SEC filings (Ticker: NDRA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
ENDRA Life Sciences Inc. filings document a Nasdaq-listed medical technology issuer focused on thermoacoustic biomarker imaging and the TAEUS® Liver device for liver fat assessment in steatotic liver disease, MASLD and MASH. Periodic and current reports disclose operating results, clinical-program updates, research and development spending, liquidity, risk factors and common-stock registration matters.
The company’s SEC record also covers material-event reports on private placement financing, at-the-market equity offering arrangements, digital asset treasury disclosures involving HYPE token holdings, supplemental digital-asset risk factors, Nasdaq continued-listing compliance, workforce-related exit costs and strategic-review matters. Proxy materials document director elections, equity incentive plan amendments, auditor matters and other stockholder voting items.
ENDRA Life Sciences (NDRA) filed a resale prospectus registering up to 2,677,680 shares of common stock for potential sale by selling stockholders. The registered shares comprise 379,539 PIPE Shares, 364,801 shares underlying pre-funded warrants, 1,488,680 shares underlying common warrants, 400,000 shares underlying Arca warrants, and 44,660 shares underlying placement agent warrants.
The company is not offering shares and will not receive proceeds from stockholder resales; it may receive cash only from any warrant exercises. The common warrants have a per share exercise price of $6.32, and the combined purchase price in the related private placement was $6.57 per share and accompanying warrants. NDRA last traded at $5.205 on November 5, 2025. Shares outstanding were 1,166,441 as of October 16, 2025; this is a baseline figure, not the amount being offered.
ENDRA Life Sciences (NDRA) entered an at-the-market (ATM) sales agreement with Lucid Capital Markets, LLC, allowing the company to offer and sell, from time to time, shares of common stock for aggregate gross proceeds of up to $1,750,000. Sales may be made as “at-the-market” offerings under Rule 415, including directly on or through the Nasdaq Capital Market, and may also include negotiated principal transactions with Lucid. The shares are registered under the company’s shelf registration statement on Form S-3 (File No. 333-277058) and a prospectus supplement dated October 29, 2025.
ENDRA will pay Lucid a commission of up to 3.0% of gross proceeds on shares sold and reimburse specified expenses. The agreement ends upon the earlier of selling all registered shares, termination by either party per its terms, or the three-year anniversary of the agreement. ENDRA is not obligated to sell and may suspend or terminate offers at any time.
ENDRA Life Sciences (NDRA) launched an at‑the‑market offering of up to $1,750,000 in common stock under a Sales Agreement with Lucid Capital Markets. Shares may be sold from time to time on Nasdaq or via other permitted methods, with the Sales Agent earning a 3.0% commission on gross proceeds.
The company expects net proceeds of up to approximately $1.6 million after fees and expenses. Proceeds may be used for general corporate purposes, including pursuit of its digital asset treasury strategy, working capital, capital expenditures, and investing in projects. This ATM is conducted under Form S‑3, and the company notes the one‑third public float cap under General Instruction I.B.6; it reports having sold $1,188,639 over the past 12 months under that instruction.
As context, the filing cites 1,166,441 shares outstanding and a public float value of $8,895,663 as of October 28, 2025, and an illustrative dilution example based on an assumed price of $5.28 per share. The offering can be suspended or adjusted at the company’s discretion and may include sales to the agent as principal via separate terms.
ENDRA Life Sciences (NDRA) filed its definitive proxy for the 2025 annual meeting to be held virtually at 10:00 a.m. ET on December 9, 2025 at www.virtualshareholdermeeting.com/NDRA2025.
Stockholders will vote on six items: elect four directors; an advisory vote on executive compensation; ratify RBSM LLP as independent auditor; approve an amendment to increase authorized common stock from 20,000,000 to 1,000,000,000 shares; approve officer exculpation as permitted by Delaware law; and approve a second amendment to the 2016 Omnibus Incentive Plan.
The Board recommends voting FOR all proposals. Only holders of common stock and Series A Convertible Preferred Stock as of the October 16, 2025 record date may vote. Shares outstanding were 1,166,441 common stock as of the record date. The proxy details voting standards, including broker non-vote and abstention treatment by proposal.
The proxy also outlines Board composition, committee independence, executive compensation, and director compensation, including 2025 RSU grants to non‑employee directors that vest on June 11, 2026.
ENDRA Life Sciences (NDRA) reported the closing of a private placement and the launch of a digital asset treasury. The company purchased 78,863.1 HYPE tokens with an estimated total value of $3,000,000 as of October 21, 2025 to initiate this program.
ENDRA also furnished a press release and filed an updated description of its digital asset strategy along with supplemental risk factors addressing regulatory, accounting, tax, market volatility, and listing compliance considerations. These materials are incorporated by reference as Exhibits 99.1, 99.2, and 99.3.
ENDRA Life Sciences (NDRA) filed a preliminary proxy for its 2025 annual meeting, seeking stockholder approval on six items, notably an amendment to increase authorized common stock from 20,000,000 to 1,000,000,000 shares.
The virtual-only meeting is set for December 9, 2025 at 10:00 a.m. ET via webcast. Stockholders will vote to elect four directors for one-year terms, hold an advisory vote on executive compensation, ratify RBSM LLP as independent auditor for 2025, approve officer exculpation as permitted by Delaware law, and approve a second amendment to the 2016 Omnibus Incentive Plan. The Board recommends voting FOR all proposals.
Stockholders of record as of October 16, 2025 may vote. Shares outstanding were 1,166,441 common as of that date; ENDRA’s warrants have no voting rights.
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) 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 (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.