ENDRA Seeks Massive Share Authorization Hike, Officer Exculpation

TL;DR

**NDRA's plan to authorize 1 billion shares is a massive red flag for dilution; get out now if you're not ready for a potential capital raise.**

AI Summary

ENDRA Life Sciences Inc. (NDRA) is holding its 2025 Annual Meeting on December 9, 2025, to address several critical proposals. Key among these is a proposed amendment to its Certificate of Incorporation to increase the number of authorized shares of common stock from 20,000,000 to 1,000,000,000 shares, a significant 4,900% increase. The company also seeks to approve a second amendment to its 2016 Omnibus Incentive Plan and to exculpate certain officers from liability, as permitted by recent changes to Delaware law. Stockholders will also vote on the election of four director nominees, an advisory vote on executive compensation, and the ratification of RBSM LLP as the independent registered public accounting firm for 2025. As of the October 16, 2025 record date, there were 1,166,441 shares of common stock and 17.488 shares of Series A Convertible Preferred Stock outstanding, with each Series A share carrying approximately 11 votes.

Why It Matters

This DEF 14A filing reveals ENDRA's intent to dramatically increase its authorized common stock by 4,900%, from 20 million to 1 billion shares. This move could signal future capital raises, diluting existing investor stakes, or potential M&A activity, significantly impacting shareholder value. The proposal to exculpate officers from liability, while permitted by Delaware law, could reduce accountability and increase risk for investors. Competitively, a large share pool could give ENDRA flexibility in a rapidly evolving life sciences market, but also suggests potential financial instability or aggressive growth strategies that may not materialize.

Risk Assessment

Risk Level: high — The proposal to increase authorized common stock from 20,000,000 to 1,000,000,000 shares represents a 4,900% increase, indicating a high potential for significant future dilution. Additionally, the proposal to exculpate certain officers from liability, while permitted by Delaware law, could reduce accountability for management actions, increasing investor risk.

Analyst Insight

Investors should carefully evaluate the implications of the proposed 4,900% increase in authorized common stock, as it signals potential significant dilution. Consider voting against this proposal and the officer exculpation amendment if you are concerned about shareholder value and corporate governance.

Key Numbers

• 1,000,000,000 shares — Proposed authorized common stock (Increased from 20,000,000 shares, a 4,900% increase)
• 20,000,000 shares — Current authorized common stock (Proposed to be increased to 1,000,000,000 shares)
• December 9, 2025 — Date of Annual Meeting (Stockholders will vote on proposals)
• October 16, 2025 — Record Date (Determines stockholders entitled to vote)
• 1,166,441 shares — Outstanding common stock (As of the record date, entitled to 1,166,441 votes)
• 17.488 shares — Outstanding Series A Preferred Stock (As of the record date, entitled to approximately 1 vote)
• 11 votes — Votes per Series A Preferred Stock share (Approximately, as of the record date)
• 4 — Number of director nominees (To be elected for one-year terms)

Key Players & Entities

• ENDRA Life Sciences Inc. (company) — Registrant for DEF 14A filing
• Richard Jacroux (person) — Chief Financial Officer of ENDRA Life Sciences Inc.
• Alexander Tokman (person) — Chief Executive Officer and Chairman of ENDRA Life Sciences Inc.
• RBSM LLP (company) — Independent registered public accounting firm for 2025
• Delaware (regulator) — State whose law permits officer exculpation
• Securities and Exchange Commission (regulator) — Regulates proxy statement rules
• VStock Transfer, LLC (company) — Transfer agent for ENDRA Life Sciences Inc.
• Broadridge Financial Solutions, Inc. (company) — Host of the virtual annual meeting

FAQ

Risk Factors

• Significant Increase in Authorized Shares [high — financial]: The company is seeking to increase its authorized common stock from 20,000,000 to 1,000,000,000 shares, a 4,900% increase. This substantial dilution could negatively impact existing shareholders' ownership percentage and potentially depress the stock price if not managed effectively with future growth and capital raises.
• Officer Exculpation Amendment [medium — regulatory]: The company proposes to amend its Certificate of Incorporation to exculpate certain officers from liability, as permitted by recent Delaware law changes. While intended to attract and retain talent, this could reduce accountability for officer actions, potentially increasing risk for shareholders if oversight is weakened.
• Reliance on Remote Communication for Annual Meeting [low — operational]: The 2025 Annual Meeting will be held solely by means of remote communication via live webcast. This method, while cost-effective and convenient, may limit direct engagement and immediate feedback from stockholders compared to in-person meetings.

Industry Context

ENDRA Life Sciences Inc. operates in the medical device sector, focusing on advanced imaging technologies. The company's primary product, the ENDRA NEXUS™ 4, aims to provide real-time visualization of tissue characteristics for therapeutic applications. The competitive landscape includes established players and emerging companies developing innovative diagnostic and therapeutic imaging solutions.

Regulatory Implications

The proposed increase in authorized shares could be subject to scrutiny by investors regarding its necessity and potential impact on dilution. Amendments to officer exculpation provisions are permitted under recent Delaware law changes, but their implementation requires careful consideration of corporate governance and shareholder rights.

What Investors Should Do

1. Review the proposed amendment to increase authorized shares (Proposal 4) carefully.
2. Understand the implications of the Officer Exculpation amendment (Proposal 5).
3. Vote on the election of directors and ratification of auditors.
4. Consider the advisory vote on executive compensation (Proposal 2).

Key Dates

• 2025-12-09: 2025 Annual Meeting of Stockholders — Key proposals, including a significant increase in authorized shares and amendments to incentive plans, will be voted on by stockholders.
• 2025-10-16: Record Date — Determines which stockholders are entitled to vote at the 2025 Annual Meeting.
• 2025-10-28: Mailing of Notice of Internet Availability of Proxy Materials — Informs stockholders about the availability of proxy materials and voting instructions for the upcoming annual meeting.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting, including executive compensation, director elections, and corporate actions. (This document is the primary source of information for the 2025 Annual Meeting of ENDRA Life Sciences Inc. stockholders.)

Certificate of Incorporation

The foundational legal document that establishes a corporation, outlining its basic structure, purpose, and powers, including the authorized number of shares. (Amendments to the Certificate of Incorporation are proposed to increase authorized shares and modify officer exculpation provisions.)

Omnibus Incentive Plan

A company plan that allows for the granting of various types of equity-based compensation, such as stock options, restricted stock, and stock appreciation rights, to employees and directors. (An amendment to ENDRA's 2016 Omnibus Incentive Plan is being proposed for stockholder approval.)

Remote Communication

Conducting meetings or other corporate events virtually, typically via webcast or teleconference, rather than in person. (The 2025 Annual Meeting will be held solely by means of remote communication.)

Say-on-Pay

A shareholder advisory vote on the compensation of a company's named executive officers. (Stockholders will have a non-binding advisory vote on ENDRA's executive compensation.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (October 16, 2025, is the record date for ENDRA's 2025 Annual Meeting.)

Year-Over-Year Comparison

This analysis is based on the DEF 14A filing for the 2025 Annual Meeting. Information regarding specific financial metrics, revenue breakdowns, and detailed executive compensation from a prior year's filing is not available within this document. However, the key focus of this filing is on proposed corporate actions, particularly the substantial increase in authorized shares and amendments to incentive plans, which are critical for the company's future financing and operational strategies.

Filing Documents

• endra_def14a.htm (DEF 14A) — 557KB
• endra_pre14aimg15.jpg (GRAPHIC) — 7KB
• endra_pre14aimg10.jpg (GRAPHIC) — 31KB
• endra_pre14aimg11.jpg (GRAPHIC) — 26KB
• endra_pre14aimg12.jpg (GRAPHIC) — 143KB
• endra_pre14aimg13.jpg (GRAPHIC) — 134KB
• endra_pre14aimg14.jpg (GRAPHIC) — 9KB
• endra_pre14aimg8.jpg (GRAPHIC) — 7KB
• 0001654954-25-012254.txt ( ) — 1831KB
• amre-20241231.xsd (EX-101.SCH) — 5KB
• amre-20241231_lab.xml (EX-101.LAB) — 13KB
• amre-20241231_cal.xml (EX-101.CAL) — 1KB
• amre-20241231_pre.xml (EX-101.PRE) — 9KB
• amre-20241231_def.xml (EX-101.DEF) — 2KB
• endra_def14a_htm.xml (XML) — 101KB

From the Filing

endra_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Rule 14a-12 ENDRA LIFE SCIENCES INC. (Name of Registrant as Specified in its Charter) ___________________________________________________ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee previously paid with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 3600 Green Court, Suite 350 Ann Arbor, Michigan 48105 October 28, 2025 Dear Stockholder: You are cordially invited to attend the annual meeting of stockholders of ENDRA Life Sciences Inc. to be held at 10:00 a.m., Eastern Time, on December 9, 2025. This year's annual meeting will be held solely by means of remote communication via live webcast. You may attend the annual meeting in person solely by means of remote communication via live webcast at www.virtualshareholdermeeting.com/NDRA2025. Prior to the meeting, you may submit questions by logging into proxyvote.com, and, prior to and during the meeting until polls are closed, you may vote by logging into www.virtualshareholdermeeting.com/NDRA2025 using your stockholder information provided on the Notice of Internet Availability of Proxy Materials described below. We are using the "Notice and Access" method of providing proxy materials to you via the internet. We believe that this process should provide you with a convenient and quick way to access your proxy materials and vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about October 28, 2025, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our proxy statement and vote electronically via the internet or by telephone. The Notice also contains instructions on how to receive a paper copy of your proxy materials. We look forward to your participation in the annual meeting by attending in person solely by means of remote communication or by submitting your proxy. Further details regarding the matters to be acted upon at this meeting appear in the accompanying Notice and Proxy Statement. Please give this material your careful attention. Very truly yours, /s/ Richard Jacroux Richard Jacroux Chief Financial Officer ENDRA Life Sciences Inc. 3600 Green Court, Suite 350 Ann Arbor, Michigan 48105 NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS To Be Held on December 9, 2025 To the Stockholders of ENDRA Life Sciences Inc.: NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (together with any adjournment or postponement thereof, the "2025 Annual Meeting") of ENDRA Life Sciences Inc., a Delaware corporation, will take place on December 9, 2025 at 10:00 a.m., Eastern Time. The annual meeting will be held solely by means of remote communication via live webcast at www.virtualshareholdermeeting.com/NDRA2025, for the following purposes: 1. To elect the four director nominees named in the enclosed proxy statement for election as directors of the Company to serve one-year terms expiring at the 2026 annual meeting of stockholders (each to serve until their successors are duly elected and qualified or until their earlier death, resignation, or removal). 2. To hold an advisory vote on executive compensation. 3. To ratify the appointment of RBSM LLP as our independent registered public accounting firm for 2025. 4. To approve an amendment to our Certificate of Incorporation increasing the number of authorized shares of common stock from 20,000,000 shares to 1,000,000,000 shares. 5. To approve an amendment to our Certificate of Incorporation to exculpate certain of our officers as permitted by recent changes to Delaware law. 6. To approve a second amendment to our 2016 Omnibus Incentive Plan. 7. To transact such other business as may properly come before the 2025 Annual Meeting. To ensure that each stockholder's vote is counted at the 2025 Annual Meeting, stockholders are requested to complete, sign, date and return the proxy cards provided to them as promptly as possible in the envelope provided, or to submit their proxies by Internet, as described in the proxy cards mailed to them. Stockholders may also submit their voting instructions by telephone as described in the pr

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View this DEF 14A filing on SEC EDGAR