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) ~~December~~March 919, ~~2025~~2026

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 52.0205 ~~Departure~~Costs ofAssociated ~~Directors~~with Exit or ~~Certain~~Disposal ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Activities.

On ~~December~~March 925, ~~2025~~2026, ~~the stockholders of~~ ENDRA Life Sciences Inc. (the “Company”) announced ~~approved~~that ~~the~~it ~~Second~~has ~~Amendment~~initiated toa ~~the~~process ~~Company’s~~to ~~2016~~evaluate ~~Omnibus~~a ~~Incentive~~range ~~Plan~~of ~~(the~~strategic ~~“Omnibus~~alternatives ~~Plan~~aimed ~~Amendment”)~~ at ~~the~~maximizing ~~2025~~shareholder ~~Annual~~value. ~~Meeting~~In ofconnection with ~~the~~this ~~Company’s~~revised ~~Stockholders~~strategy, ~~(the~~on ~~“Annual~~March ~~Meeting”). A~~19, ~~description~~2026, of the ~~terms~~Company ~~and conditions~~reduced of the ~~Omnibus~~number ~~Plan~~of ~~Amendment~~its isemployees ~~set forth~~ in ~~the~~order ~~definitive~~to ~~proxy~~reduce ~~statement~~cash ~~for~~expenditures ~~the~~and extend ~~2025~~its ~~Annual~~operational ~~Meeting~~runway. ofAs ~~Stockholders~~a of result, the Company asexpects ~~filed~~to ~~with~~incur ~~the~~pre-tax ~~Securities~~cash ~~and~~charges ~~Exchange~~of ~~Commission~~approximately ~~(the “SEC”) on October 28~~$51,000 ~~2025~~associated ~~(the “Proxy Statement”)~~with ~~under~~severance ~~the~~payments ~~heading~~to ~~“Proposal~~former 6employees. –While ~~Approval~~the ofCompany ~~Second~~will ~~Amendment~~continue to ~~2016~~pursue ~~Omnibus~~its ~~Incentive~~TAEUS ~~Plan~~business,” ~~which~~this ~~such~~charge ~~description is~~reflects ~~incorporated~~the ~~by reference herein. This summary is qualified~~ change in ~~its~~strategic ~~entirety~~direction byfor the ~~full~~Company. ~~text~~The ofCompany ~~the~~expects ~~Omnibus~~to ~~Plan~~recognize ~~Amendment~~the ~~set forth~~severance charges in ~~Appendix B to~~ the ~~Proxy~~first ~~Statement,~~quarter ~~which~~of ~~is also incorporated by reference herein~~2026.

Item 57.0301 ~~Amendments~~Regulation toFD ~~Articles of Incorporation or Bylaws; Change in Fiscal Year~~Disclosure

AtOn ~~the~~March ~~Annual~~25, ~~Meeting~~2026, the Company’s ~~stockholders approved~~issued ~~and adopted~~ a ~~Certificate~~press ofrelease ~~Amendment~~announcing tothat it ~~the~~has ~~Company’s~~initiated ~~Fourth~~a ~~Amended~~process ~~and Restated Certificate of Incorporation (the “Certificate of Incorporation”)~~ to ~~increase~~evaluate ~~the~~strategic ~~number~~alternatives ofaimed ~~authorized~~at ~~shares~~maximizing ofshareholder ~~Company’s common stock, par~~ value $0.~~0001 (the “Common Stock”), from 20,000,000 shares to 1,000,000,000 shares (the “Share Increase Amendment”).~~

~~The~~A ~~Share~~copy ~~Increase Amendment was filed with the Secretary~~ of ~~State of~~ the ~~State~~press ofrelease ~~Delaware~~is onincluded ~~December~~as ~~10,~~Exhibit ~~2025~~99.1 hereto and is ~~was~~incorporated ~~effective~~herein ~~upon~~by ~~filing~~reference.

~~This~~The ~~above~~information ~~description~~under isthis aItem ~~summary~~7.01, ofincluding ~~the~~Exhibit ~~Share~~99.1, shall ~~Increase~~not ~~Amendment~~be ~~and~~deemed is“filed” ~~qualified~~for inpurposes ~~its~~of ~~entirety~~Section by18 ~~reference~~of to the ~~full~~Securities ~~text~~Exchange Act of 1934, as amended, (the ~~Share~~“Exchange Act”) ~~Increase~~or ~~Amendment,~~otherwise asubject ~~copy~~to the liabilities of ~~which~~that ~~is filed~~section, asand ~~Exhibit~~shall ~~3.1~~not be deemed to ~~this~~be ~~Current~~incorporated ~~Report~~by onreference ~~Form~~into ~~8-K~~the filings ~~and~~of ~~incorporated~~the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference ~~herein~~in such filing.

Item 59.0701 ~~Submission~~Financial ofStatements ~~Matters~~and ~~to a Vote of Security Holders~~Exhibits

The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Proxy Statement, are as follows:

Number		Description
99.1		Press Release dated March 25, 2026, furnished herewith
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Proposal~~ 1 ~~- The Company’s stockholders elected the four directors nominated by the Company’s Board of Directors to serve until the next annual meeting of stockholders and the election of their successors:~~

	For		Withheld		Broker Non-Votes
Louis J. Basenese		418,586		7,350		260,128
Anthony DiGiandomenico		417,426		8,510		260,128
Michael Harsh		418,586		7,350		260,128
Alexander Tokman		422,728		3,208		260,128

SIGNATURES

1Pursuant 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.

Proposal 2 - The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers:

	ENDRA Life Sciences Inc.
March 25, 2026
	By:	/s/ Alexander Tokman
	Name:	Alexander Tokman
	Title:	Chief Executive Officer and Chairman

For				Against				Abstain				Broker Non-Votes
	406,127				13,511				6,298				260,128

Proposal 3 - The Company’s stockholders ratified the appointment of RBSM LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

For				Against				Abstain				Broker Non-Votes
	680,031				1,781				4,252				0

Proposal 4 - The Company’s stockholders approved the Share Increase Amendment to increase the authorized number of shares of Common Stock from 20,000,000 shares to 1,000,000,000 shares:

For				Against				Abstain				Broker Non-Votes
	645,487				40,218				359				0

Proposal 5 - The Company’s stockholders did not approve a certificate of amendment to the Certificate of Incorporation t to provide for officer exculpation as permitted by Delaware law:

For				Against				Abstain				Broker Non-Votes
	358,746				63,603				3,587				260,128

Proposal 6 - The Company’s stockholders approved the Omnibus Plan Amendment:

For				Against				Abstain				Broker Non-Votes
	406,837				15,223				3,876				260,128

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, effective December 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.
December 12, 2025
	By:	/s/ Alexander Tokman
	Name:	Alexander Tokman
	Title:	Chief Executive Officer and Chairman

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