ENDRA Life Sciences Files 8-K/A to Correct Technical Filing Errors

TL;DR

ENDRA Life Sciences filed an amendment to fix a coding mistake on a previous report, no new info.

AI Summary

ENDRA Life Sciences Inc. filed an amendment (8-K/A) on October 15, 2025, to a previous filing from October 10, 2025. This amendment corrects a technical error in the EDGAR submission, specifically regarding the coding of several items including material definitive agreements, unregistered sales of equity securities, and financial statements. No substantive changes were made to the original filing's content or exhibits.

Why It Matters

This filing is a procedural correction and does not alter the original disclosures made by ENDRA Life Sciences, meaning the substantive business events reported previously remain unchanged.

Risk Assessment

Risk Level: low — The filing is a technical amendment to correct coding errors and does not introduce new risks or alter previous disclosures.

Key Players & Entities

• ENDRA Life Sciences Inc. (company) — Filer
• October 15, 2025 (date) — Filing date of the amendment
• October 10, 2025 (date) — Original filing date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share NDRA The Nasdaq Stock Mar
• $6.32 — Stock at a per share exercise price of $6.32. Each share of common stock (or pre-fun
• $6.57 — re sold at a combined purchase price of $6.57. In accordance with the rules of the Na
• $7.06 — arrants at a combined purchase price of $7.06 and was issued Common Warrants with an
• $6.81 — mmon Warrants with an exercise price of $6.81. The Offering is expected to close on
• $4.9 million — fering are expected to be approximately $4.9 million. Lucid Capital Markets, LLC (the "Place
• $750,000 — Agreement, the Company may spend up to $750,000 of Offering proceeds on the pilot valid
• $1 million — pilot validation study and no more than $1 million in the aggregate, including Offering pr
• $3.5 million — will initially consist of approximately $3.5 million of proceeds from the Offering. Arca wil
• $6 — ediately for an exercise price equal to $6.95, or 110% of the exercise price of th
• $6.95 — losing, at exercise prices ranging from $6.95 to $7.50. The Advisory Warrants were of
• $7.50 — t exercise prices ranging from $6.95 to $7.50. The Advisory Warrants were offered and
• $6.2 m — ng an aggregate offering price of up to $6.2 million, through Ascendiant as its sales
• $9.47 — of Common Stock at an exercise price of $9.47 per share. The Placement Agent Warrants
• $14.4 m — e gross proceeds of up to approximately $14.4 million, taking into account potential pr

Filing Documents

• endra_8ka.htm (8-K/A) — 59KB
• 0001654954-25-011825.txt ( ) — 182KB
• endra-20251010.xsd (EX-101.SCH) — 5KB
• endra-20251010_lab.xml (EX-101.LAB) — 15KB
• endra-20251010_cal.xml (EX-101.CAL) — 1KB
• endra-20251010_pre.xml (EX-101.PRE) — 9KB
• endra-20251010_def.xml (EX-101.DEF) — 2KB
• endra_8ka_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On October 10, 2025, ENDRA Life Sciences Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain accredited investors (the "Purchasers") pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement offering (the "Offering") an aggregate of 744,340 shares (the "Shares") of common stock of the Company, par value $0.0001 per share (the "Common Stock"), and/or prefunded warrants in lieu thereof (the "Prefunded Warrants"), and warrants (the "Common Warrants") to purchase an aggregate of up to 1,488,680 shares of Common Stock at a per share exercise price of $6.32. Each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrants were sold at a combined purchase price of $6.57. In accordance with the rules of the Nasdaq Stock Market, a member of the Company's board of directors who participated in the Offering (the "Director Participant") purchased Shares and Common Warrants at a combined purchase price of $7.06 and was issued Common Warrants with an exercise price of $6.81. The Offering is expected to close on October 15, 2025 (the "Closing Date"). The gross proceeds of the Offering are expected to be approximately $4.9 million. Lucid Capital Markets, LLC (the "Placement Agent") acted as sole placement agent for the Offering. The Company intends to use the majority of net proceeds from the Offering to establish the Company's digital asset treasury ("DAT") strategy, with a portion for working capital purposes including the pilot validation imaging study of the Company's TAEUS liver device. Pursuant to the Securities Purchase Agreement, the Company may spend up to $750,000 of Offering proceeds on the pilot validation study and no more than $1 million in the aggregate, including Offering proceeds, on such study. Each of the Prefunded Warr

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed, on February 14, 2024, the Company entered into an At-The-Market Issuance Sales Agreement (the "ATM Agreement") with Ascendiant Capital Markets, LLC ("Ascendiant") with respect to an "at-the-market" equity offering under which the Company could offer and sell, from time to time at the Company's discretion, shares of its common stock having an aggregate offering price of up to $6.2 million, through Ascendiant as its sales agent. On October 13, 2025, the Company delivered written notice to Ascendiant to terminate the ATM Agreement, effective immediately. The description of the ATM Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the ATM Agreement filed as Exhibit 1.2 to the Company's Registration Statement on Form S-3 filed on February 14, 2024.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. In connection with the Offering, in addition to customary placement fees and reimbursement of certain expenses of the Placement Agent, on the Closing Date, the Company issued to the Placement Agent warrants (the "Placement Agent Warrants") to purchase up to an aggregate of 44,660 shares of Common Stock at an exercise price of $9.47 per share. The Placement Agent Warrants are exercisable for cash, in whole or in part, at any time and from time to time, for a period of three (3) years from the date of issuance and may also be exercised on a cashless basis at any time beginning six (6) months after their initial issuance if, at the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the underlying shares of Common Stock by the holder thereof. The foregoing description of the Placement Agent Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Placement Agent Warrant, which is filed as Exhibit 4.3 hereto. The Placement Agent Warrants were offered and sold in reliance upon the exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder, and applicable state securities laws. The information contained above in Item 1.01 relating to the issuance of the Common Stock, the Shares, the Common Warrants, the Prefunded Warrants, and the Advisory Warrants is hereby incorporated by reference into this Item 3.02. The issuances of the Shares, the Common Warrants, the Prefunded Warrants, the Placement Agent Warrants and the Advisory Warrants were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. N

08 Shareholder Director Nominations

Item 5.08 Shareholder Director Nominations. On October 12, 2025, the Board of Directors of the Company established that the Company's 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting") will be held on December 9, 2025 at 10:00 a.m., Eastern Time, virtually via live webcast. The record date for the determination of stockholders of the Company entitled to receive notice of and to vote at the 2025 Annual Meeting shall be the close of business on October 16, 2025. Because the date of the 2025 Annual Meeting differs by more than thirty days from the anniversary date of the 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"), which was held on August 6, 2024, the deadlines for any stockholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and for any stockholder nomination or proposal outside of Rule 14a-8, as listed in the Company's 2024 Proxy Statement on Schedule 14A, as filed with the SEC on June 25, 2024, are no longer applicable. Pursuant to Rule 14a-5(f) of the Exchange Act, the Company is hereby providing notice of the revised deadlines for such proposals via this Form 8-K. 4 To be considered for inclusion in this year's proxy materials for the 2025 Annual Meeting, stockholder proposals must be submitted in writing by October 27, 2025. In addition to complying with this deadline, stockholder proposals intended to be considered for inclusion in the Company's proxy materials for the 2025 Annual Meeting must also comply with the Company's Bylaws (the "Bylaws") and all applicable rules and regulations promulgated by the SEC under the Exchange Act. Additionally, any stockholder who intends to submit a proposal regarding a director nomination or who intends to submit a proposal regarding any other matter of business at the 2025 Annual Meeting to be included in the Company's proxy materials for the 2025 Annual Meeting must also ensure that notice of any such nomination or proposal

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 13, 2025, the Company issued a press release announcing the Offering and estimated aggregate gross proceeds of up to approximately $14.4 million, taking into account potential proceeds from the exercise of the Common Warrants, to launch the Company's DAT strategy. A copy of the press release is included as Exhibit 99.1 hereto and is incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events . Digital Asset Advisory Board The Company previously announced the formation of an advisory board to assist the Company in developing and managing its cryptocurrency strategy. In connection with the Offering, the Company appointed Jeff Dorman, Chief Investment Officer of Arca, to the Digital Asset Advisory Board (the "Advisory Board"). The Advisory Board currently consists of Mr. Dorman and Rayne Steinberg. Cautionary Note regarding Forward-Looking Statements All statements in this Current Report on Form 8-K that are not based on historical fact are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as "will" and other comparable terms. Examples of forward-looking statements include, among others, statements regarding the Company's implementation, development and execution of its DAT strategy. The forward-looking statements made in this report speak only as of the date of this report, and the Company assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law. 5

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Common Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on October 15, 2025) 4.2 Form of Prefunded Warrant (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K, filed with the SEC on October 15, 2025) 4.3 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K, filed with the SEC on October 15, 2025) 4.4 Form of Advisory Warrant (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K, filed with the SEC on October 15, 2025) 10.1 Securities Purchase Agreement, dated as of October 10, 2025, between ENDRA Life Sciences Inc, and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on October 15, 2025) 10.2 Form of Registration Rights Agreement by and between ENDRA Life Sciences Inc. and the purchasers party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on October 15, 2025) 10.3 Amended and Restated Investment Management Agreement dated as of September 17, 2025 by and between ENDRA Life Sciences Inc. and Arca Investment Management, LLC (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the SEC on October 15, 2025) 10.4 Master Custody Service Agreement, dated as of July 16, 2025, by and between the Company and Anchorage Digital Bank, N.A. (incorporated by reference to Exhibit 10.21 to the Company's Registration Statement on Form S-1, filed with the SEC on July 25, 2025) 99.1 Press Release dated October 13, 2025 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, filed with the SEC on October 15, 2025) 104 Cover Page In

View Full Filing

View this 8-K/A filing on SEC EDGAR