UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November ~~October 29~~14, 2025

ENDRA Life Sciences Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37969

26-0579295

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

3600 Green Court, Suite 350 Ann Arbor, MI		48105
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (734) 335-0468

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		NDRA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnAs ~~October~~previously ~~29,~~disclosed ~~2025,~~in ~~ENDRA~~a ~~Life~~Current ~~Sciences~~Report ~~Inc.~~on ~~(the~~Form ~~“Company”) entered into an At~~8-~~The-Market~~K ~~Issuance~~filed ~~Sales~~with ~~Agreement (~~the ~~“ATM~~SEC ~~Agreement”)~~on ~~with~~May ~~Lucid Capital Markets~~30, ~~LLC,~~2025 ~~as sales agent~~ (the “~~Lucid~~Original 8-K”), ~~pursuant~~on toMay ~~which the Company may offer and sell~~27, ~~from time to time through Lucid~~2025, ~~shares~~ ofENDRA ~~its~~Life ~~common~~Sciences ~~stock, par value $0~~Inc.~~0001~~ ~~per share, for aggregate gross proceeds of up to $1,750,000~~ (the “~~Shares~~Company”). ~~The~~received ~~offer~~a ~~and~~notification ~~sale~~letter offrom the ~~Shares~~Nasdaq ~~will~~Listing beQualifications ~~made~~Staff ~~pursuant~~(the to“Staff”) aof ~~shelf~~The ~~registration~~Nasdaq ~~statement~~Stock onMarket ~~Form~~LLC ~~S-3~~ (~~File No. 333-277058~~“Nasdaq”) notifying ~~and~~ the ~~related prospectus,~~Company asthat ~~supplemented~~its byamount aof ~~prospectus~~stockholders’ ~~supplement~~equity ~~dated~~had ~~October~~fallen ~~29,~~below ~~2025 and filed with~~ the ~~Securities~~$2,500,000 ~~and~~required ~~Exchange~~minimum ~~Commission~~for oncontinued listing ~~such~~set ~~date~~forth ~~pursuant~~in toNasdaq Listing Rule ~~424~~5550(b)(1) ~~under the Securities Act of 1933, as amended~~ (the “~~Securities Act~~Rule”).

~~Pursuant~~As tonoted in the ~~ATM~~Original ~~Agreement~~8-K, ~~Lucid~~the ~~may~~Company ~~sell~~had ~~the~~until ~~Shares~~July in11, ~~sales~~2025 ~~deemed~~ to beprovide ~~“at-the-market”~~Nasdaq ~~equity~~with ~~offerings~~a asspecific ~~defined~~plan into ~~Rule~~achieve ~~415~~and ~~promulgated~~sustain ~~under the Securities Act, including sales made directly on or through the Nasdaq Capital Market~~compliance. The Company ~~and~~submitted ~~Lucid~~its ~~may~~plan ~~also agree for the Company~~ to ~~sell~~regain ~~Shares~~compliance toon ~~Lucid~~July ~~as principal in negotiated transactions~~11, at2025 ~~a purchase price agreed upon by Lucid~~ and ~~the~~subsequently ~~Company.~~provided ~~The offer and sale of~~ the ~~Shares~~Staff ~~pursuant~~with toadditional ~~the~~materials. ~~ATM~~On ~~Agreement~~October ~~will~~31, ~~terminate~~2025, ~~upon~~ the ~~earlier~~Company ofreceived ~~(a)~~written notice ~~the~~that, ~~issuance~~based ~~and~~on ~~sale~~review of ~~all of~~ the ~~Shares~~compliance ~~subject to~~plan ~~the~~and ~~ATM~~additional ~~Agreement~~materials, ~~(b)~~ the ~~termination~~Staff ofhad ~~the~~granted ~~ATM Agreement by Lucid or~~ the Company ~~pursuant~~an extension to ~~the terms thereof~~November 24, or2025 ~~(c)~~to ~~the~~regain ~~three-year anniversary~~compliance ofwith the ~~date of the ATM Agreement~~Rule. The Company ~~has~~is nofiling ~~obligation~~this toCurrent ~~sell~~Report ~~any~~on ofForm ~~the~~8-K ~~Shares,~~(this ~~and~~“Report”) ~~may~~to ~~at any time suspend offers~~provide ~~under~~an ~~the~~update ~~Agreement~~to orits ~~terminate~~compliance with the ~~Agreement~~Rule.

~~The~~On ~~Company~~October ~~has~~15, ~~agreed~~2025, tothe ~~pay~~Company ~~Lucid~~closed a ~~commission~~private placement offering (the “Offering”) of upan toaggregate ~~3.0%~~of 744,340 shares of common stock of the ~~aggregate~~Company, ~~gross~~par ~~proceeds~~value ~~from~~$0.0001 ~~any~~per share ~~Shares~~(the ~~sold~~“Common byStock”), ~~Lucid~~or prefunded warrants in lieu thereof, and warrants to ~~provide~~purchase ~~Lucid~~an ~~with~~aggregate ~~customary~~of ~~indemnification~~up ~~and~~to ~~contribution rights~~1,488,680 shares ~~including~~of ~~for~~Common ~~liabilities~~Stock ~~under~~at ~~the~~a ~~Securities~~per ~~Act~~share exercise price of $6.32 ~~The~~(or ~~Company~~$6.81 ~~also~~in ~~will~~respect ~~reimburse~~of ~~Lucid~~warrants ~~for~~purchased ~~certain~~by ~~specified~~a ~~expenses~~member inof ~~connection~~the Company’s ~~with~~board ~~entering~~of ~~into~~directors), ~~and~~for ~~maintaining~~gross ~~the~~proceeds ~~ATM~~of ~~Agreement~~approximately $4.9 ~~The~~million. ~~ATM~~On ~~Agreement~~October ~~contains~~23, ~~customary~~2025, ~~representations~~the ~~and~~Company ~~warranties~~announced ~~and~~that ~~conditions~~it had launched toits ~~the~~digital ~~placements~~asset oftreasury strategy by the ~~Shares~~purchase ~~pursuant~~of ~~thereto~~78,863.1 HYPE tokens.

AAdditionally, ~~copy~~on ofOctober ~~the~~29, ~~ATM~~2025, ~~Agreement~~the isCompany entered ~~filed~~into asan ~~Exhibit 1.1~~At-The-Market toIssuance ~~this~~Sales ~~Current~~Agreement ~~Report~~with onLucid ~~Form~~Capital ~~8-K~~Markets, ~~and~~LLC, ~~the~~as ~~description~~sales ofagent ~~the~~(“Lucid”), ~~terms~~pursuant to ofwhich the ~~ATM~~Company ~~Agreement~~may isoffer ~~qualified~~and insell, ~~its~~from ~~entirety~~time ~~by reference~~ to ~~such~~time ~~exhibit.~~through ALucid, ~~copy~~shares of ~~the~~Common ~~opinion~~Stock offor ~~K&L~~aggregate ~~Gates~~gross ~~LLP~~proceeds ~~relating to the legality~~ of ~~the~~up ~~issuance and sale of the Shares is attached~~to ~~as Exhibit 5.~~$1 ~~hereto~~,750,000.

~~This~~As ~~Current~~a ~~Report~~result onof ~~Form~~the ~~8-K~~Offering, ~~shall~~as ~~not~~of ~~constitute an offer to sell or~~ the ~~solicitation~~date of this anCurrent ~~offer~~Report toon ~~buy~~Form ~~the Shares~~8-K, ~~nor~~the ~~shall~~Company ~~there~~believes beit ~~any~~has ~~offer,~~regained ~~solicitation,~~compliance orwith ~~sale of~~ the ~~Shares in~~minimum ~~any~~$2.5 ~~state~~million instockholders’ ~~which~~equity requirement ~~such~~for ~~offer,~~continued ~~solicitation~~listing oras ~~sale~~set ~~would~~forth bein ~~unlawful prior to registration or qualification under~~ the ~~securities laws of any such state~~Rule.

~~Item~~Nasdaq ~~9.01~~will ~~Financial~~continue ~~Statements~~to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, ~~Exhibits~~if at the time of its next periodic report the Company does not evidence compliance, it may be subject to delisting.

~~(d)~~Forward-Looking ~~Exhibits~~Statements

Exhibit No.		Description
1.1		At-The-Market Issuance Sales Agreement by and between ENDRA Life Sciences Inc. and Lucid Capital Markets, LLC, dated October 29, 2025.
5.1		Opinion of K&L Gates LLP.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 our future plans, strategies and expectations, can generally be identified by the use of terms such as “approximate,” “anticipate,” “attempt,” “believe,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “hope,” “intend,” “may,” “plan,” “possible,” “potential,” “project,” “seek,” “should,” “will,” “would,” or other comparable terms (including the negative of any of the foregoing), although some forward-looking statements are expressed differently. Each forward-looking statement contained in this Current Report on Form 8-K is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others: expectations regarding our DAT strategy and ability to execute such strategy successfully; our limited commercial and DAT experience, limited cash and history of losses; our ability to obtain adequate financing to fund our business operations or DAT strategy in the future; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; regulatory developments related to crypto assets and crypto asset markets; a determination that we are an investment company under the Investment Company Act of 1940; any changes in the accounting treatment of cryptocurrency holdings; our ability to maintain compliance with Nasdaq’s requirement to have a minimum of $2,500,000 in stockholders’ equity for continued listing as set forth in Nasdaq Listing Rule 5550(b)(1); and the other risks and uncertainties described in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of the Company’s most recent Annual Report on Form 10-K and in subsequent Quarterly Reports on Form 10-Q filed with the Commission. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this Current Report on Form 8-K speak only as of the date of filing, 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENDRA Life Sciences Inc.
October 30, 2025	By:	/s/ Richard Jacroux
November 14, 2025
	Name:	Richard Jacroux
	By:	/s/ Alexander Tokman
	Title:	Chief Financial Officer
	Name:	Alexander Tokman
	Title:	Chief Executive Officer and Chairman

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