ENDRA Life Sciences (NASDAQ: NDRA) cancels S-1 share offering before any sale

Rhea-AI Filing Summary

ENDRA Life Sciences Inc. requested voluntary withdrawal of its Registration Statement on Form S-1 (File No. 333-288575), effective May 26, 2026 or the earliest practicable date. The company states the registration was not declared effective and no securities covered by the Registration Statement have been issued or sold. The company also requested that fees paid under Rule 457(p) be credited to its account for future use.

Insights

Corporate Securities Counsel

Voluntary S-1 withdrawal and fee credit request; routine corporate action.

The filing requests withdrawal of a Form S-1 (File No. 333-288575) filed July 9, 2025 and amended July 16 and July 25, 2025, stating the registration was not declared effective and no securities were issued. The registrant asks the Commission to credit fees under Rule 457(p).

Practical dependencies include the SEC's procedural consent and fee-credit posting. Subsequent filings or disclosures would show if the company later pursues a new offering.

Key Figures

Form S-1 File No.: 333-288575 Withdrawal request date: May 26, 2026 Effectiveness status: Not declared effective +2 more

5 metrics

Form S-1 File No. 333-288575 Registration Statement filed July 9, 2025; amended July 16 and July 25, 2025

Withdrawal request date May 26, 2026 Letter dated May 26, 2026 requesting withdrawal effective as of the date hereof

Effectiveness status Not declared effective Registrant states the Registration Statement has not been declared effective

Securities issued/sold 0 securities No securities covered by the Registration Statement have been issued or sold

Fee treatment requested Credit under Rule 457(p) Requests fees paid to be credited to the Registrant's account for future use

Key Terms

Registration Statement on Form S-1, Rule 457(p), not declared effective

3 terms

Registration Statement on Form S-1 regulatory

"requested withdrawal of the Registrant's Registration Statement on Form S-1"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

Rule 457(p) regulatory

"In accordance with Rule 457(p) under the Securities Act, the Registrant requests that all fees paid"

not declared effective regulatory

"the Registration Statement has not been declared effective"

Offering Details

primary

Offering

Offering Type primary

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Accepted by SEC EDGAR 05/26/2026 - 04:59 PM Learn about SEC filing dates

ENDRA Life Sciences Inc.

3600 Green Court, Suite 350,

Ann Arbor, MI 48105-1570

May 26, 2026

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Ms. Margaret Sawicki and Ms. Lauren Nguyen

Re: ENDRA Life Sciences Inc.
Request to Withdraw Registration Statement on Form S-1
Filed July 9, 2025, as amended on July 16, 2025, as further amended on July 25, 2025
File No. 333-288575

Ladies and Gentlemen:

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), ENDRA Life Sciences Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Registrant’s Registration Statement on Form S-1 (File No. 333-288575) filed with the Commission on July 9, 2025, as amended on July 16, 2025, and as further amended on July 25, 2025, together with all exhibits thereto (collectively, the “Registration Statement”).

The Registrant has decided not to pursue the offering due to business decisions and confirms that the Registration Statement has not been declared effective and no securities covered by the Registration Statement have been issued or sold. Based on the foregoing, the Registrant submits that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors.

Pursuant to Rule 477 under the Securities Act, the Registrant respectfully requests that the Commission grant this application for withdrawal of the Registration Statement effective as of the date hereof or at the earliest practicable date. In accordance with Rule 457(p) under the Securities Act, the Registrant requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Registrant’s account for future use.

We appreciate your time and attention to this matter. Should you have any questions, please contact Coleman Wombwell with K&L Gates LLP, the Registrant’s outside counsel, at (704) 331-7551; coleman.wombwell@klgates.com.

Very truly yours,

/s/ Alexander Tokman

Alexander Tokman, Chief Executive Officer

cc: Coleman Wombwell, K&L Gates LLP