Form 8-K

8-K — ENDRA Life Sciences Inc.

Accession: 0001213900-26-090747

Filed: 2026-08-17

Period: 2026-08-17

CIK: 0001681682

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0302156-8k425_endra.htm (Primary)

EX-99.1 — PRESS RELEASE DATED AUGUST 17, 2026, FURNISHED HEREWITH (ea030215601ex99-1.htm)

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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) August 17, 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 ☐

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

2.02 Results of Operations and Financial Condition

August 17, 2026, ENDRA Life Sciences Inc. (the “Company”) issued a press release announcing its financial results for the

quarter ended June 30, 2026. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The

information in Item 2.02 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.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release dated August 17, 2026, furnished herewith.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

August 17, 2026

By:

/s/

Richard Jacroux

Name:

Richard Jacroux

Title:

Chief Financial

Officer

EX-99.1 — PRESS RELEASE DATED AUGUST 17, 2026, FURNISHED HEREWITH

EX-99.1

Filename: ea030215601ex99-1.htm · Sequence: 2

Exhibit 99.1

August

17, 2026

ENDRA Life Sciences

Reports Second

Quarter 2026 Financial Results and

Provides Business Update

ANN ARBOR, Mich., (BUSINESS

WIRE) – ENDRA Life Sciences Inc. (NASDAQ: NDRA) (“ENDRA” or the “Company”), a pioneer in thermoacoustic

biomarker imaging for early detection and monitoring of steatotic liver disease (SLD), reported financial results for the quarter ended

June 30, 2026, and provided a business update.

Second Quarter 2026 and Recent Highlights

On June 25, 2026, ENDRA

entered into a definitive merger agreement with ASP Isotopes Inc. (NASDAQ: ASPI), Noble Africa LLC (“Noble Africa”)

, Renergen Limited and other parties thereto. Under the terms of the agreement, Noble Africa will merge with a wholly owned subsidiary

of ENDRA, with Noble Africa surviving the merger as a wholly owned subsidiary of ENDRA. Upon completion of the proposed transaction, ENDRA

will be renamed Noble Africa Inc.

The proposed transaction

is intended to provide investors with exposure to Renergen’s Virginia Gas Project in South Africa. In connection with the transaction,

Noble Africa entered into subscription agreements with institutional and other investors, as well as ASP Isotopes, for a private placement

expected to generate approximately $50 million in gross proceeds, with closing anticipated concurrently with closing of the merger. Closing

of the merger is expected in the fourth quarter of 2026, subject to customary closing conditions, including applicable stockholder and

regulatory approvals.

On May 28, 2026, ENDRA

completed a $3.8 million private placement, strengthening the Company’s balance sheet and providing additional capital as

it pursued its strategic alternatives process. As of June 30, 2026, the $3.8 million of proceeds were classified as restricted cash pursuant

to the terms of the financing.

Continued Disciplined Management of Operating

Resources

ENDRA continued to carefully

manage operating expenditures and cash resources during the quarter while completing its strategic alternatives process and entering into

the proposed Noble Africa transaction. Research and development expenses decreased 39% and sales and marketing expenses decreased 92%

compared with the second quarter of 2025.

“During the second

quarter, we achieved an important objective for ENDRA and its stockholders by entering into a definitive merger agreement with Noble Africa

following our strategic alternatives process,” said Alexander Tokman, Chairman and Chief Executive Officer of ENDRA Life Sciences.

“We believe the

proposed transaction provides ENDRA stockholders with an opportunity to participate in the potential growth of a differentiated helium

platform while providing a path forward for the Company. At the same time, we continued to carefully manage our operating resources, reducing

cash used in operations compared with the prior-year period while maintaining our focus on completing the proposed transaction. We are

now working with ASP Isotopes, Renergen, and Noble Africa toward satisfying the conditions necessary to complete the merger.”

Second Quarter 2026 Financial Results

As of June 30, 2026,

ENDRA had approximately $1.7 million in cash, $3.8 million in restricted cash, and $1.9 million in its Digital Asset Treasury.

Cash used in operations

during the second quarter of 2026 was approximately $0.9 million, compared with approximately $1.1 million in the same period

of 2025.

Total operating expenses

for the second quarter of 2026 were approximately $1.5 million, compared with approximately $1.3 million in the prior-year

period. Operating expenses included approximately $542,000 of non-cash stock-based compensation in the second quarter of 2026,

compared with approximately $89,000 in the second quarter of 2025.

Other income was approximately

$1.6 million during the second quarter of 2026, primarily reflecting realized and unrealized gains associated with the Company’s

digital asset treasury.

As a result, ENDRA reported

net income of approximately $160,000 for the second quarter of 2026, compared with a net loss of approximately $1.2 million

in the second quarter of 2025.

About ENDRA Life Sciences

Inc.

ENDRA Life Sciences is

the pioneer of Thermo Acoustic Enhanced UltraSound (TAEUS®), a ground-breaking technology being developed to assess tissue fat content

and monitor tissue ablation during minimally invasive procedures, at the point of patient care. TAEUS® is focused on the measurement

of fat in the liver as a means to assess and monitor steatotic liver disease and metabolic dysfunction-associated steatohepatitis, chronic

liver conditions that affect over two billion people globally, and for which there are no practical diagnostic tools. Our press releases

and financial and other material information are routinely posted to and accessible on the Investors section of our website, www.endrainc.com.

Forward-Looking Statements

All statements in this

press release 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—based on certain assumptions

and describing our future plans, strategies, and expectations—can generally be identified by the use of terms such as “approximate,”

“anticipate,” “attempt,” “believe,” “can,” “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 express differently. Each forward-looking statement contained in this release 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: the risk that the conditions to the closing or consummation of the proposed merger with Noble Africa

and related transactions (the “Proposed Transactions”) are not satisfied, including the failure to timely obtain approval

of the Proposed Transactions from ENDRA stockholders, if at all; the risk that the proposed financings are not completed in a timely manner,

if at all; uncertainties as to the timing of the consummation of the Proposed Transactions and the ability of each of ENDRA and Noble

Africa to consummate the Proposed Transactions; risks related to ENDRA’s continued listing on Nasdaq until closing of the Proposed

Transactions and the combined company’s ability to remain listed following the closing of the Proposed Transactions; risks related

to ENDRA’s ability to correctly estimate its operating expenses and its expenses associated with the Proposed Transactions, pending

the closing of the Proposed Transactions, as well as uncertainties regarding the impact any delay in the closing would have on the anticipated

cash resources of ENDRA, and other events and unanticipated spending and costs that could reduce ENDRA’s cash resources; risks related

to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the

Proposed Transactions; the occurrence of any event, change or other circumstance or condition that could give rise to the termination

of the merger agreement; the effect of the announcement or pendency of the Proposed Transactions on ENDRA’s or Noble Africa’s

business relationships, operating results and business generally; costs related to the Proposed Transactions; risks related to the market

price of ENDRA’s common stock relative to the value suggested by the Proposed Transactions; the outcome of any legal proceedings

that may be instituted against ENDRA, Noble Africa or any of their respective directors, managers, or officers related to the Proposed

Transactions; costs of the Proposed Transactions and unexpected costs, charges or expenses resulting from the Proposed Transactions; changes

in regulatory requirements and government incentives; risks associated with the possible failure to realize, or that it may take longer

to realize than expected, certain anticipated benefits of the Proposed Transactions, including with respect to future financial and operating

results, legislative, regulatory, political and economic developments, and those uncertainties and factors; and the risk of involvement

in litigation, including securities class action litigation, that could divert the attention of the management of ENDRA or the combined

company, harm the combined company’s business and may not be sufficient for insurance coverage to cover all costs and damages, expectations

regarding our treasury strategy and our ability to execute it successfully; our limited commercial experience, limited cash resources,

and history of losses; our ability to obtain adequate financing to fund operations in the future; our ability to regain and maintain compliance

with Nasdaq listing standards; delays or changes in regulatory requirements, policies, or guidelines; the repeatability of clinical results

across larger trial populations; potential delays in submitting required regulatory applications or other submissions to, or receiving

approvals from, the U.S. Food and Drug Administration (“FDA”) or other regulatory agencies; our ability to obtain and maintain

required CE mark certifications and secured required FDA and other governmental approvals for our Thermo Acoustic Enhanced Ultrasound

(“TAEUS®”) applications; our ability to develop commercially viable products based on our TAEUS® technology; market

acceptance of our technology; the effect of macroeconomic conditions on our business; results of studies, which may be negative or inconclusive;

our ability to secure and maintain development partners; reliance on third parties, collaborations, strategic alliances, and licensing

arrangements; the competitive landscape in the healthcare industry; our ability to protect our intellectual property; changes in healthcare

industry practices or reimbursement policies; our ability to comply with regulations from federal, state, local, and foreign governmental

agencies; risks related to shifts in regulatory, accounting, or tax treatment affecting our treasury activities; the potential impact

of any changes in financial reporting requirements; the risk that our stock price may be affected by the performance or valuation of assets

held in our treasury; a determination that we are an investment company under the Investment Company Act of 1940; our ability to achieve

profitability; our dependence on key members of management; and 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 subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.

You should not rely on

forward-looking statements as predictions of future events. Forward-looking statements in this press release speak only as of the date

of issuance, and ENDRA assumes no obligation to update such statements to reflect actual results or changes in expectations, except as

required by law.

[Financial

Tables Follow]

ENDRA Life Sciences Inc.

Condensed Consolidated Balance Sheets

June 30,

December 31,

2026

2025

(Unaudited)

Assets

Current Assets

Cash

$ 1,739,943

$ 762,365

Restricted cash

3,800,003

Prepaid expenses

47,064

205,604

Total Current Assets

5,587,010

967,969

Non-Current Assets

Fixed assets, net

43,538

42,516

Right of use assets

400,717

461,949

Prepaid expenses, long term

365,417

Digital Assets

1,904,954

2,009,960

Other assets

5,986

Total Assets

$ 7,942,205

$ 3,853,797

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable and accrued liabilities

$ 647,934

$ 621,578

Lease liabilities, current portion

138,644

129,378

Total Current Liabilities

786,578

750,956

Long Term Debt

Lease liabilities

290,630

362,974

Warrant Liability

555,306

479,747

Total Long Term Debt

845,936

842,721

Total Liabilities

1,632,514

1,593,677

Commitments and Contingencies

Stockholders’ Equity

Series A Convertible Preferred Stock, $0.0001 par value; 10,000 shares authorized; 17.488 and 17.488 shares issued and outstanding, respectively

Series B Convertible Preferred Stock, $0.0001 par value; 1,000 shares authorized; no shares issued and outstanding

Series C Convertible Preferred Stock, $0.0001 par value; 100,000 shares authorized; no shares issued and outstanding

Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 1,499,838 and 1,176,477 shares issued and outstanding, respectively

148

116

Additional paid in capital

117,999,522

112,725,513

Receivable related to employee equity awards

(72,981 )

Accumulated deficit

(111,616,998 )

(110,465,509 )

Total Stockholders’ Equity

6,309,691

2,260,120

Total Liabilities and Stockholders’ Equity

$ 7,942,205

$ 3,853,797

ENDRA Life Sciences Inc.

Condensed Consolidated Statement of Operations

(Unaudited)

Three Months

Ended

Three Months

Ended

Six Months

Ended

Six Months

Ended

June 30,

2026

2025

2026

2025

Operating Expenses

Research and development

$ 233,665

$ 381,061

$ 1,010,075

$ 909,746

Sales and marketing

5,813

68,834

10,091

137,825

General and administrative

1,243,778

851,195

2,636,838

1,722,801

Total operating expenses

1,483,256

1,301,090

3,657,004

2,770,372

Operating loss

(1,483,256 )

(1,301,090 )

(3,657,004 )

(2,770,372 )

Other Income (Expenses)

Other income (expense)

(45 )

13,066

306

37,456

Digital asset staking compensation

9,700

20,760

Unrealized gain on change in fair value of digital assets

1,290,892

2,029,068

Realized gain on change in fair value of digital assets

409,355

530,940

Changes in fair value of warrant liability

(66,702 )

62,112

(75,559 )

470,674

Total other income

1,643,200

75,178

2,505,515

508,130

Income/(loss) from operations before income taxes

159,944

(1,225,912 )

(1,151,489 )

(2,262,242 )

Provision for income taxes

Net Income (Loss)

$ 159,944

$ (1,225,912 )

$ (1,151,489 )

$ (2,262,242 )

Company Contact:

Investor Relations

investors@endrainc.com

www.endrainc.com

Investor Relations Contact:

Vivian Cervantes

Alliance Advisors IR

973-873-7724

vcervantes@allianceadvisors.com

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