ENDRA (NDRA) director commits 9.99% stake to support Noble Africa merger

Rhea-AI Filing Summary

ENDRA Life Sciences director Anthony DiGiandomenico has updated his Schedule 13D to reflect a new voting agreement tied to a planned merger. He beneficially owns 196,692 shares of ENDRA common stock, which is 9.99% of the company when including certain options and warrants he can exercise.

The filing describes a merger agreement under which a subsidiary of ENDRA will merge with Noble Africa LLC, leaving Noble as a wholly owned subsidiary. In connection with this, DiGiandomenico agreed to vote his shares for issuing new Class A and Class B common stock as merger consideration, a potential reverse stock split to maintain Nasdaq compliance, a new equity incentive plan, and an amended and restated certificate of incorporation that would rename the company Noble Africa Inc. He also granted ENDRA an irrevocable proxy if he does not vote as agreed and is subject to a statutory cooling-off period after entering into the voting agreement.

Insights

Equity ownership & governance analyst

Director’s 9.99% stake is locked in to support a merger-related voting agenda.

The filing shows director Anthony DiGiandomenico beneficially owns 196,692 ENDRA shares, or 9.99% when counting exercisable options and warrants under Rule 13d-3. His warrants are capped by a beneficial ownership limitation at 9.99%, constraining additional exercises above that level.

He has entered a Voting Agreement committing this stake to support several merger-linked items: issuing Class A and Class B stock as consideration, a possible reverse split to maintain Nasdaq listing standards, a new equity plan, and a restated charter renaming the company Noble Africa Inc. This consolidates support for the transaction but actual outcomes still depend on broader shareholder approval and closing conditions in the Merger Agreement.

The filing also notes a cooling-off period under Rule 13d-1(e)(2) following entry into the agreement, limiting further 13D changes for ten days after filing. Future company disclosures about the merger process and the special meeting results will frame how this committed 9.99% block interacts with votes from other holders.

Key Figures

Beneficial ownership: 196,692 shares Ownership percentage: 9.99% Common shares held: 76,267 shares +5 more

8 metrics

Beneficial ownership 196,692 shares ENDRA common stock beneficially owned by reporting person

Ownership percentage 9.99% Percent of ENDRA common stock class represented by 196,692 shares

Common shares held 76,267 shares ENDRA common stock directly owned (excluding derivatives)

Option shares 9 shares Common stock issuable upon exercise of options

Warrant shares 120,416 shares Common stock issuable upon exercise of warrants

Outstanding shares baseline 1,848,473 shares ENDRA common stock outstanding as of May 28, 2026

Deemed outstanding under Rule 13d-3 1,968,891 shares Outstanding plus option and warrant shares deemed outstanding

Unvested RSUs granted 60,324 RSUs Granted Jan 21, 2026; vest Jan 21, 2027 or upon Change of Control

Key Terms

beneficial ownership limitation, Voting Agreement, reverse stock split, equity incentive plan, +2 more

6 terms

beneficial ownership limitation financial

"The warrants held by Mr. DiGiandomenico are subject to a beneficial ownership limitation of 9.99%."

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Voting Agreement financial

"the Issuer, Noble and the Reporting Person entered into a voting agreement (the "Voting Agreement")."

A voting agreement is a legally binding pact in which shareholders promise to cast their votes the same way on certain corporate matters, such as electing directors or approving a merger. It matters to investors because it changes who controls company decisions and makes outcomes more predictable—like a group of neighbors agreeing in advance to vote the same way on a community rule, it can strengthen or limit the influence of other shareholders and affect the company’s future direction.

reverse stock split financial

"the implementation of a reverse stock split for the purpose of maintaining compliance with Nasdaq listing standards, if necessary"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

equity incentive plan financial

"the adoption of a new equity incentive plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Class A Common Stock financial

"the issuance of the shares of Class A Common Stock (as defined below) and Class B Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Class B Common Stock financial

"the establishment of two classes of common stock, consisting of Class A common stock... and Class B common stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/29/2026 - 09:30 PM Accepted by SEC EDGAR 06/29/2026 - 09:29 PM Learn about SEC filing dates

FAQ

How many ENDRA (NDRA) shares does Anthony DiGiandomenico beneficially own?

He beneficially owns 196,692 shares of ENDRA common stock. This total includes 76,267 common shares, 9 option shares, and 120,416 warrant shares that are currently exercisable under Rule 13d-3(d)(1).

What percentage of ENDRA (NDRA) does Anthony DiGiandomenico’s stake represent?

His beneficial ownership represents 9.99% of ENDRA’s common stock. The percentage is based on 1,848,473 shares outstanding plus the options and warrants deemed outstanding under Rule 13d-3(d)(1).

Why did Anthony DiGiandomenico amend his Schedule 13D for ENDRA (NDRA)?

He amended his Schedule 13D to report a new Voting Agreement. Under this agreement, he commits his 9.99% stake to support merger-related stockholder matters, including issuing new shares, a possible reverse split, and a restated charter.

What merger involving ENDRA (NDRA) is referenced in this Schedule 13D/A?

The filing references a Merger Agreement where Kruger Merger Sub LLC, a wholly owned ENDRA subsidiary, will merge with Noble Africa LLC. Following the merger, Noble will survive as a direct wholly owned subsidiary of ENDRA.

What has Anthony DiGiandomenico agreed to vote for regarding ENDRA (NDRA)?

He agreed to vote for issuing Class A and Class B common stock as merger consideration, a potential reverse stock split to maintain Nasdaq compliance, a new equity incentive plan, and an amended and restated certificate of incorporation renaming the company Noble Africa Inc.

What is the beneficial ownership limitation on Anthony DiGiandomenico’s ENDRA (NDRA) warrants?

His warrants are subject to a 9.99% beneficial ownership limitation. This cap prevents him from exercising any portion of his warrants that would increase his and his affiliates’ ownership above 9.99% of ENDRA’s outstanding common stock.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

ENDRA Life Sciences Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

29273B401

(CUSIP Number)

Anthony DiGiandomenico
c/o ENDRA Life Sciences Inc., 3600 Green Court, Suite 350
Ann Arbor, MI, 48105
734-335-0468

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/25/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 29273B401

1

Name of reporting person

Anthony DiGiandomenico

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 196,692.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 196,692.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

196,692.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Rows 7, 9 and 11: Consists of (i) 76,267 shares of common stock, par value $0.0001 (the "Common Stock"), of ENDRA Life Sciences Inc. (the "Issuer"), (ii) 9 shares of Common Stock issuable upon the exercise of options (the "Option Shares"), and (iii) 120,416 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock (the "Warrant Shares"). The totals reported exclude warrants to purchase up to 21,228 shares of common stock. The warrants held by Mr. DiGiandomenico are subject to a beneficial ownership limitation of 9.99%, and such limitation restricts Mr. DiGiandomenico from exercising that portion of the warrants that would result in Mr. DiGiandomenico and his affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The beneficial ownership of Mr. DiGiandomenico reported herein reflects this limitation. Note to Row 13: The percentages reported in this Amendment No. 1 to Schedule 13D (this "Amendment") are based upon the deemed to be outstanding shares of Common Stock pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, as amended, which includes (i) 1,270,077 shares of Common Stock outstanding as of May 15, 2026 (according to the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the "SEC") on May 15, 2026 (the "Quarterly Report")), plus (ii) 578,387 shares of Common Stock issued by the Company pursuant to a securities purchase agreement with an accredited investor (according to the Issuer's Current Report on Form 8-K filed with the SEC on May 28, 2026 (the "Current Report" and together with the Quarterly Report, the "SEC Reports") plus (iii) the Option Shares, plus (iv) the Warrant Shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: ENDRA Life Sciences Inc.
(c)	Address of Issuer's Principal Executive Offices: 3600 Green Court, Suite 350, Ann Arbor, MICHIGAN , 48105.
Item 1 Comment: This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D filed by Anthony DiGiandomenico (the "Reporting Person") on November 26, 2025 (the "Schedule 13D"). This Amendment No. 1 is being filed in connection with the execution of a voting agreement with respect to shares of Common Stock beneficially owned by the Reporting Person. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	Anthony DiGiandomenico
(b)	The business address for the Reporting Person is: 3600 Green Court, Suite 350, Ann Arbor, Michigan 48105.
(c)	The Reporting Person joined the Issuer's Board of Directors in 2013. He is the co-founder of MDB Capital Group LLC, where he focuses on corporate finance and capital formation for growth-oriented companies. He also serves on the board of directors of ClearSign Technologies Corporation (Nasdaq: CLIR) and Illumination Acquisition Corp. I (Nasdaq: ILLU).
(d)	During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person purchased an aggregate of 70,824 shares of Common Stock from the market or in public or private offerings from 2020 to October 2025 using his personal funds. All other shares of Common Stock and derivative securities described in Item 5 below have been issued to the Reporting Person in connection with his services to the Issuer as a director.
Item 4.	Purpose of Transaction
	On June 25, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among ASP Isotopes Inc., a Delaware corporation, Noble Africa LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of ASP ("Noble"), Renergen Limited, a company incorporated under the laws of the Republic of South Africa and a direct, wholly-owned subsidiary of ASP , the Issuer, and Kruger Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Issuer ("Merger Sub"), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Noble (the "Merger"), with Noble surviving the Merger as a direct wholly-owned subsidiary of the Issuer. Also on June 25, 2026, in connection with the Merger Agreement, the Issuer, Noble and the Reporting Person entered into a voting agreement (the "Voting Agreement"). Pursuant to the Voting Agreement, the Reporting Person has agreed, among other things, subject to the terms and conditions thereof, to: (i) vote their beneficially owned securities of the Issuer in favor of the approval of (A) the issuance of the shares of Class A Common Stock (as defined below) and Class B Common Stock (as defined below) of the Issuer as consideration in the Merger, (B) the implementation of a reverse stock split for the purpose of maintaining compliance with Nasdaq listing standards, if necessary, (C) the adoption of a new equity incentive plan, and (D) an amended and restated certificate of incorporation (the "A&R Certificate of Incorporation"), which will provide for, among other things, the Issuer being renamed "Noble Africa Inc." and the establishment of two classes of common stock, consisting of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), and Class B common stock, par value $0.0001 per share ("Class B Common Stock") (collectively, the "Stockholder Matters"), at a special meeting called for the purpose of approving the Stockholder Matters (the "Special Meeting"); (ii) vote against any agreement, transaction or other matter that is intended to, or would reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the Stockholder Matters; (iii) appear in person or by proxy at the Special Meeting for quorum purposes; and (iv) grant the Issuer an irrevocable proxy to vote the Reporting Person's shares of Common Stock covered by the Voting Agreement at the Special Meeting as required, if the Reporting Person fails to do so. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Voting Agreement, which is filed as an exhibit to this Amendment No. 1, and is incorporated by reference herein. This Amendment No. 1 amends the Schedule 13D to report the Reporting Person's beneficial ownership of the shares of Common Stock as of the date hereof. The Reporting Person is filing this Amendment No. 1, pursuant to Rule 13d-1(e) under the Act, solely as a result of the entry into the Voting Agreement. As such, the Reporting Person currently is subject to a "cooling-off" period pursuant to Rule 13d-1(e)(2) under the Act, which ends at the expiration of the tenth day from the date of the filing of this Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns an aggregate of 196,692 shares of the Issuer's Common Stock. Such amount represents 9.99% of the outstanding shares of Common Stock based on the 1,848,473 shares of Common Stock outstanding as of May 28, 2026 (according to the SEC Reports). The number of shares deemed outstanding in accordance with Rule 13d-3(d)(i) under the Exchange Act (taking into account the Option Shares and the Warrant Shares that are reported herein, as required by that Rule) is 1,968,891.
(b)	196,692
(c)	On June 11, 2026, 5,384 shares of common stock underlying restricted stock units ("RSUs") granted to the Reporting Person vested in full.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The response to Item 4 of this Amendment No. 1 is incorporated herein by reference. On January 21, 2026, the Issuer granted 60,324 RSUs, which convert to shares of Common Stock on a one-for-one basis, to the Reporting Person, which vest in full on January 21, 2027, subject to the Reporting Person's continued service through that date, or earlier upon a Change of Control of the Issuer (as defined in the RSU award agreement).
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 Form of Voting Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Anthony DiGiandomenico

Signature:	/s/ Anthony DiGiandomenico
Name/Title:	Anthony DiGiandomenico/Director
Date:	06/29/2026