Entry into a Material Definitive Agreement. First Amendment to Agreement and Plan of Merger As previously disclosed, on June 25, 2026, ENDRA Life Sciences Inc., a Delaware corporation (“ENDRA” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among ASP Isotopes Inc. (“ASPI”), a Delaware corporation, Noble Africa LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of ASPI (“Noble”), Renergen Limited, a company incorpora…

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 of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Entry into a Material Definitive Agreement. Agreement and Plan of Merger On June 25, 2026, ENDRA Life Sciences Inc., a Delaware corporation (“ENDRA” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among ASP Isotopes Inc. (“ASPI”), 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 A…

Other Information. In connection with the Company’s entry into the Merger Agreement, ENDRA stockholders that participated in the Company’s October 15, 2025 private placement (the “October 2025 Private Placement”) waived their right to cause the Company to repurchase warrants issued in the October 2025 Private Placement following a change of control of the Company for their Black-Scholes value. About Renergen Renergen is a South African energy company focused on the development and commerciali…

Changes in Control of Registrant. To the extent required by this Item 5.01, the information included in

Entry into a Material Definitive Agreement. Securities Purchase Agreement On May 27, 2026, ENDRA Life Sciences Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an accredited investor (the “Purchaser”) pursuant to which the Company agreed to sell and issue to the Purchaser in a private placement offering (the “Offering”) an aggregate of 578,387 shares (the “Shares”) of common stock of the Company, par value $0…

Unregistered Sales of Equity Securities. On the Closing Date, the Company will issue to the Placement Agent prefunded warrants (the “Placement Agent Prefunded Warrants”) to purchase up to an aggregate of 100,000 shares of Common Stock as compensation. Until the Exercisability Restriction Removal Date, the Placement Agent Prefunded Warrants will only become exercisable upon the Company obtaining the Stockholder Approval. The Placement Agent Prefunded Warrants were offered and sold in reliance…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on May 27, 2025, the Company received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) Listing Qualifications Staff (the “Staff”) notifying the Company that its stockholders’ equity had fallen below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) (the “Minimum Stockholders’ Equity Requirement”). The noti…

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 of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Costs Associated with Exit or Disposal Activities. On March 25, 2026, ENDRA Life Sciences Inc. (the “Company”) announced that it has initiated a process to evaluate a range of strategic alternatives aimed at maximizing shareholder value. In connection with this revised strategy, on March 19, 2026, the Company reduced the number of its employees in order to reduce cash expenditures and extend its operational runway. As a result, the Company expects to incur pre-tax cash charges of approximatel…

The filing describes a stockholder-approved amendment to the company's incentive plan, not a management change.

Chief Technology Officer — Michael Thornton: Mr. Thornton resigned as Chief Technology Officer and entered into a Consulting Agreement with the Company.

Other Events. As previously disclosed in a Current Report on Form 8-K filed with the SEC on May 30, 2025 (the “Original 8-K”), on May 27, 2025, ENDRA Life Sciences Inc. (the “Company”) received a notification letter from the Nasdaq Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its amount of stockholders’ equity had fallen below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) (th…

Entry into a Material Definitive Agreement. On October 29, 2025, ENDRA Life Sciences Inc. (the “Company”) entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Lucid Capital Markets, LLC, as sales agent (“Lucid”), pursuant to which the Company may offer and sell, from time to time through Lucid, shares of its common stock, par value $0.0001 per share, for aggregate gross proceeds of up to $1,750,000 (the “Shares”). The offer and sale of the Shares will be made purs…

Regulation FD Disclosure. On October 23, 2025, ENDRA Life Sciences Inc. (the “Company”) issued a press release announcing the closing of the private placement offering (the “Offering”) to implement a digital asset treasury (the “DAT”) as previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on October 15, 2025. A copy of the press release is included as Exhibit 99.1 hereto and is incorporated herein by reference. The inform…

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,…

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…

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,…

Other Events. The Board of Directors (the “Board”) of ENDRA Life Sciences Inc. (the “Company”) has authorized the Company to develop and pursue a cryptocurrency treasury strategy. Following this authorization, the Company has: (i) retained Anchorage Digital Bank, N.A., a U.S.-based, institutional-grade custodian, to hold cryptocurrency acquired by the Company in connection with its treasury strategy and (ii) engaged Arca Investment Management, LLC to manage the Company’s cryptocurrency holdin…

Results of Operations and Financial Condition. On July 9, 2025, ENDRA Life Sciences Inc. (the “Company”) filed a Registration Statement (the “Prospectus”) on Form S-1 (No. 333-288575) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to a public offering (the “Offering”) of shares of the Company’s common stock and warrants to purchase shares of the Company’s common stock. The Prospectus contains select preliminary unaudited estimated financial results for the…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 27, 2025, ENDRA Life Sciences Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, because the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 was $1,752,885, the Company is no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The…

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 of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Results of Operations and Financial Condition On March 31, 2025, ENDRA Life Sciences Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2024. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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 of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Material Modification to Rights of Security Holders The information contained in