NDRA 8-K
ENDRA Life Sciences Inc. (NDRA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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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 1.01. 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 incorporated under the laws of the Republic of South Africa and a direct, wholly-owned subsidiary of ASPI (“Renergen”), ENDRA, and Kruger Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of ENDRA (“Merger Sub”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Noble (the “Merger”), with Noble surviving the Merger as a direct wholly-owned subsidiary of ENDRA.
On October 1, 2026, ENDRA, ASPI, Noble, Renergen and Merger Sub entered into that certain First Amendment to the Merger Agreement (the “Amendment”) to, among other things, (i) amend ENDRA’s disclosure letter to permit ENDRA to amend the Pre-Funded Common Stock Purchase Warrant (the “Pre-Funded Warrant”) and Common Stock Purchase Warrant (the “Common Warrant” and, together with the Pre-Funded Warrant, the “Warrants”), each issued by ENDRA as of May 27, 2026 to LHE LNG Holdings, a direct, wholly-owned subsidiary of ASPI (the “ASP Affiliate”), as further described below, (ii) remove the requirement that the board of directors immediately following the closing of the Merger (the “Combined Company Board”) be classified into three separate classes, (iii) revise the minimum cash closing condition to reflect a minimum cash requirement of $3,800,002.59, less certain agreed-upon expenses to permit ENDRA to engage in certain investor relations activities, (iv) replace the form of ENDRA’s Fifth Amended and Restated Certificate of Incorporation with an updated form that removes the classified board provisions and other provisions that would have required a supermajority vote of ENDRA’s stockholders to be approved, (v) amend Noble Africa’s disclosure letter to permit Renergen to enter into a fifth addendum to that certain Term Loan Facility Agreement, dated as of May 19, 2025, by and between Renergen, ASPI and ASPI South Africa Proprietary Limited, a wholly-owned subsidiary of ASPI (the “ASPI Term Loan Facility”), which would increase Renergen’s borrowing capacity from ASPI from $80 million to up to $120 million and (vi) contemplate a sixth addendum to the ASPI Term Loan Facility to be entered into at or prior to the closing of the Merger, which would further increase Renergen’s borrowing capacity from ASPI from $120 million to up to $200 million. Except as expressly modified by the Amendment, the terms of the Merger Agreement were ratified and remain in full force and effect.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment No. 1 to Common Stock Purchase Warrant and Amendment No. 1 to Pre-Funded Common Stock Purchase Warrant
As previously disclosed, on May 27, 2026, ENDRA entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the ASP Affiliate pursuant to which the Company agreed to sell and issue to the ASP Affiliate in a private placement offering an aggregate of 66,846 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), Pre-Funded Warrants to purchase an aggregate of up to 511,541 shares of Common Stock (the “Pre-Funded Warrant Shares”) at a per share exercise price of $0.0001 and Common Warrants to purchase an aggregate of up to 1,156,774 shares of Common Stock (the “Common Warrant Shares” and together with the Pre-Funded Warrant Shares, the “Warrant Shares”)) at a per share exercise price of $6.57.
On October 1, 2026, ENDRA and the ASP Affiliate entered into (i) Amendment No. 1 to Common Stock Purchase Warrant (the “Common Warrant Amendment”) and (ii) Amendment No. 1 to Pre-Funded Common Stock Purchase Warrant (the “Pre-Funded Warrant Amendment” and, together with the Common Warrant Amendment, the “Warrant Amendments”). The Warrant Amendments make changes to each Warrant to, among other things, remove the 4.99% beneficial ownership limitation on the ASP Affiliate’s ability to exercise each Warrant. Except as amended by the Warrant Amendments, the terms of each Warrant remain unaltered and in full force and effect. As previously disclosed, a portion of the Pre-Funded Warrants in respect of 324,372 Pre-Funded Warrant Shares and all of the Common Warrants will only become exercisable upon the Company obtaining stockholder approval of the issuance of such Pre-Funded Warrant Shares and Common Warrant Shares.
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The foregoing description of the Warrant Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Common Warrant Amendment and the Pre-Funded Warrant Amendment, copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based upon current expectations or beliefs, as well as assumptions about future events. Forward-looking statements include all statements that are not historical facts and can generally be identified by terms such as “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” or “will” or similar expressions and the negatives of those terms. These statements include, but are not limited to, statements relating to the proposed financing transactions discussed herein and the proposed Merger and related transactions (collectively, the “Proposed Transactions”); the structure, timing and completion of the proposed Merger; expectations regarding the structure, timing and completion of the Proposed Transactions; the anticipated timing of the closing of the Merger (the “Closing”); each company’s and the combined company’s expected cash position at the Closing; and other statements that are not historical fact. All statements other than statements of historical fact contained in this communication are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements are made based on current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management concerning future developments and their potential effects. There can be no assurance that future developments affecting ENDRA, Noble, or the Proposed Transactions will be those that have been anticipated.
Actual results could differ materially from those expressed in or implied by the forward-looking statements due to a number of risks and uncertainties, including but not limited to: the risk that the conditions to the Closing or consummation of the Proposed Transactions are not satisfied, including the failure to timely obtain approval of the proposed Merger 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 to consummate the Proposed Transactions; the ability to obtain debt financing on terms that are favorable, or at all; the risk that Renergen does not receive funding from the U.S. DFC or Standard Bank SA or that such funding is delayed; risks related to ENDRA’s continued listing on Nasdaq until the Closing of the Proposed Transactions and the combined company’s ability to remain listed following the Closing; risks related to ENDRA’s ability to correctly estimate its respective operating expenses and its respective expenses associated with the Proposed Transactions, as applicable, pending the Closing, 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 Merger on ENDRA’s or Renergen’s business relationships, operating results and business generally; costs related to the Merger; risks related to the market price of ENDRA’s common stock relative to the value suggested by the Merger; the outcome of any legal proceedings that may be instituted against ENDRA, Noble 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; 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, the outcomes of various strategies and projects undertaken by Renergen; the potential impact of laws or government regulations or policies in South Africa or elsewhere; Renergen’s future capital requirements and sources and uses of cash including debt funding for Phase 2 of the Virginia Gas Project; Renergen’s ability to obtain funding for its operations and future growth; Renergen’s ability to complete Phase 1 and 2 of the Virginia Gas Project; Renergen’s reliance on the efforts of third parties; the financial terms of any current and future commercial arrangements; Renergen’s ability to complete certain transactions and realize anticipated benefits from acquisitions and contracts; Renergen’s ability to comply with the terms of the loan and credit facilities of Renergen’s subsidiary Tetra4; the ability of Renergen and its subsidiaries to retain and hire key personnel; the volatility of LNG and liquid helium prices; Renergen’s success in discovering, estimating and developing natural gas and helium reserves; actions of competitors or regulators; limitations in the availability of, and costs of, supplies, materials, contractors and services that may delay the drilling or completion of wells or make such wells more expensive; the amount and timing of future development costs; uncertainties inherent in estimating quantities of natural gas and helium reserves and projecting future rates of production and timing of development activities; risks relating to the lack of capital available on acceptable terms to finance the Renergen’s continued growth; the competitive nature of Renergen’s industry, and the other risks and uncertainties described in ENDRA’s SEC reports, and under the heading “Risk Factors” in its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, the factors disclosed in Part I, Item 1A. “Risk Factors” of ASPI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (as amended) and in ASPI’s subsequent reports filed with the SEC, each of which is available at www.sec.gov and in other filings that ENDRA and ASPI make and will make with the SEC in connection with the Proposed Transactions, including the Form S-4 and Proxy Statement described below under “Additional Information and Where to Find It”. The forward-looking statements contained herein speak only as of the date of this report. Except as required by law, the Company does not undertake any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this report.
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Important Additional Information and Where to Find It
This Current Report on Form 8-K relates to the Proposed Transactions involving ENDRA, ASPI, Renergen and Noble and may be deemed to be solicitation material in respect of the Proposed Transactions. In connection with the Proposed Transactions, ENDRA intends to file relevant materials with the SEC, including a registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement (the “Proxy Statement”) and prospectus. This communication is not a substitute for the Form S-4, the Proxy Statement or for any other document that ENDRA may file with the SEC and/or send to its stockholders in connection with the Proposed Transactions. INVESTORS AND STOCKHOLDERS OF ENDRA ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENDRA, ASPI, RENERGEN, NOBLE, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by ENDRA and ASPI with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. ENDRA’S Internet website address is www.endrainc.com. ENDRA’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through the investor relations page of its Internet website as soon as reasonably practicable after it electronically files such material with, or furnishes such material to, the SEC. ENDRA’s Internet website and the information contained therein or connected thereto are not intended to be incorporated into this report.
Participants in the Solicitation
ENDRA, ASPI, Renergen, Noble, and their respective directors and managers and certain of their executive officers and other members of management may be deemed to be participants in the solicitation of proxies from ENDRA’s stockholders in connection with the Proposed Transactions under the rules of the SEC. Information about ENDRA’s directors and executive officers, including a description of their interests in ENDRA, is included in ENDRA’s most recent Annual Report on Form 10-K for the year ended December 31, 2025. Information about ASPI’s directors and executive officers, including a description of their interests in ASPI, is included in ASPI’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, as amended. Additional information regarding the persons who may be deemed participants in the proxy solicitations, including the directors and executive officers of Renergen, and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K and the information contained herein are not intended to and do not constitute a solicitation of a proxy, consent or approval with respect to any securities or in respect of the Proposed Transactions or an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the Proposed Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, and otherwise in accordance with applicable law, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 2.1* | First Amendment to Agreement and Plan of Merger, dated as of October 1, 2026, by and among ENDRA Life Sciences Inc., Kruger Merger Sub LLC, Renergen Limited, Noble Africa LLC and ASP Isotopes Inc. | |
| 4.1 | Amendment No. 1 to Common Stock Purchase Warrant, dated as of October 1, 2026, by and between ENDRA Life Sciences Inc. and the ASP Affiliate. | |
| 4.2 | Amendment No. 1 to Pre-Funded Common Stock Purchase Warrant, dated as of October 1, 2026, by and between ENDRA Life Sciences Inc. and the ASP Affiliate. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain schedules, annexes and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any such schedules, annexes and exhibits to the U.S. Securities and Exchange Commission upon request. |
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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. | ||
| Date: October 1, 2026 | By: | /s/ Alexander Tokman |
| Name: | Alexander Tokman | |
| Title: | Chief Executive Officer | |
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Exhibit 2.1
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated and effective as of October 1, 2026 (the “Effective Date”), amends that certain Agreement and Plan of Merger, made and entered into as of June 25, 2026 (as amended to date, the “Merger Agreement”), by and among ASP Isotopes Inc., a Delaware corporation (“Parent”), Noble Africa LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (the “Company”), Renergen Limited, a company incorporated under the laws of the Republic of South Africa and a direct, wholly-owned subsidiary of Parent (“OpCo”), ENDRA Life Sciences Inc., a Delaware corporation (“PubCo”), and Kruger Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of PubCo (“Merger Sub”). Parent, the Company, OpCo, PubCo, and Merger Sub are individually referred to herein as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the Merger Agreement.
WHEREAS, Section 11.12 of the Merger Agreement provides that the Merger Agreement may be amended by the Parties at any time by execution of an instrument in writing signed on behalf of the Parties; and
WHEREAS, the Parties have agreed to amend the Merger Agreement to: (i) amend Section 6.1(b) of the Company Disclosure Letter to, among other things, allow OpCo to enter into an fifth addendum to that certain ASPI Term Loan Facility Agreement, dated May 19, 2025; (ii) amend Section 6.2(b) of the PubCo Disclosure Letter to, among other things, allow PubCo to enter into an amendment to that certain Pre-Funded Common Stock Purchase Warrant issued by PubCo as of May 27, 2026 to LHE LNG Holdings LLC (“LHE LNG”) and an amendment to that certain Common Stock Purchase Warrant issued by PubCo as of May 27, 2026 to LHE LNG; (iii) amend Section 7.12 of the Merger Agreement to adjust the structure of the Closing PubCo Board; (iv) amend Section 8.2(f) of the Merger Agreement to adjust the amount of PubCo Cash needed for Closing; (v) amend Exhibit F of the Merger Agreement to adjust the form of PubCo A&R Certificate of Incorporation; and (vi) amend Exhibit M of the Merger Agreement to set forth the form of the sixth addendum to that certain ASPI Term Loan Facility Agreement.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Amendment of Section 1.1 of the Merger Agreement.
| a. | The following definition of “IRA Payments” is hereby added to Section 1.1 of the Merger Agreement: |
““IRA Payments” means any payments made in respect of liabilities or obligations under that certain Investor Relations Agreement, dated July 15, 2026, between RedChip Companies, Inc. and PubCo.”
| b. | The following defined terms and the corresponding definitions are hereby deleted from Section 1.1 of the Merger Agreement: “Class I Directors”, “Class II Directors”, and “Class III Directors”. |
2. Amendment of Section 2.4(b)(iv) of the Merger Agreement. Section 2.4(b)(iv) of the Merger Agreement is hereby amended by deleting the text thereof in its entirety and inserting the following in lieu thereof:
“(iv) deliver to the PubCo duly executed copies by Parent, ASP Isotopes South Africa Proprietary Limited and OpCo, a sixth addendum to that certain ASPI Term Loan Facility Agreement, dated May 19, 2025, as acceptable to Parent, in the form set forth on Exhibit M.”
3. Amendment of Section 6.1(b) of the Company Disclosure Letter. Section 6.1(b) of the Company Disclosure Letter is hereby amended by deleting the title and text thereof in their entirety and inserting Section 6.1(b) of the PubCo Disclosure Letter as set forth on Exhibit A of this Amendment in lieu thereof.
4. Amendment of Section 6.2(b) of the PubCo Disclosure Letter. Section 6.2(b) of the PubCo Disclosure Letter is hereby amended by deleting the title and text thereof in their entirety and inserting Section 6.2(b) of the PubCo Disclosure Letter as set forth on Exhibit B of this Amendment in lieu thereof.
5. Amendment of Section 7.12 of the Merger Agreement. Section 7.12 of the Merger Agreement is hereby amended by deleting the title and text thereof in their entirety and inserting the following in lieu thereof:
“7.12 Board of Directors. PubCo will use commercially reasonable efforts to take all actions reasonably necessary to, and the Company shall reasonably cooperate with PubCo to, cause the PubCo Board of Directors immediately after the Effective Time (the “Closing PubCo Board”) to consist of a number of directors selected by the Company, which shall include (a) one (1) director as the Chief Executive Officer of the Company (the “CEO Director”), (b) at least five (5) directors as non-executive directors designated solely by the Company (the “Company Directors”); and (c) one (1) director as a non-executive director designated solely by PubCo (the “PubCo Director”). The Parties currently expect that the initial PubCo Director will be the individual set forth on Section 7.12 of the PubCo Disclosure Letter. In furtherance of the Company’s cooperation obligations under the foregoing sentence, prior to the Proxy Statement/Prospectus Clearance Date, the Company shall provide PubCo with a duly completed director questionnaire with respect to the CEO Director and the Company Directors in form and substance reasonably acceptable to PubCo along with a biography of the CEO Director and each of the Company Directors suitable for inclusion in the Proxy Statement/Prospectus.”
6. Amendment of Section 8.2(f) of the Merger Agreement. Section 8.2(f) of the Merger Agreement is hereby amended by deleting the title and text thereof in their entirety and inserting the following in lieu thereof:
“(f) PubCo shall have PubCo Cash equal to, or greater than, $3,800,002.59 less the then-cumulative amount of the IRA Payments.”
7. Amendment of Exhibit F of the Merger Agreement. Exhibit F of the Merger Agreement is hereby amended by deleting the title and text thereof in their entirety and inserting the Exhibit F as set forth on Exhibit C of this Amendment in lieu thereof.
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8. Amendment of Exhibit M of the Merger Agreement. Exhibit M of the Merger Agreement is hereby amended by deleting the title and text thereof in their entirety and inserting the Exhibit M as set forth on Exhibit D of this Amendment in lieu thereof.
9. Ratification; Conflict. Except as modified by this Amendment, the terms and provisions of the Merger Agreement are deemed ratified and in full force and effect and remain as is. The foregoing provisions of this Amendment supplement and amend the Merger Agreement and in the event of any inconsistency or conflict between the terms and conditions of the Merger Agreement and this Amendment, the terms and conditions of this Amendment shall control. All future references to the “Agreement” shall be deemed to refer to the Merger Agreement as amended by this Amendment.
10. Binding Effect. This Amendment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.
11. Counterparts; Electronic Delivery. This Amendment may be executed in multiple counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery by electronic transmission to counsel for the other Parties of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.
12. Governing Law. This Amendment, and any action, suit, dispute, controversy, or claim based upon or arising out of this Amendment, or the validity, interpretation, breach, or termination of this Amendment, shall be governed by and construed in accordance with the internal law of the State of Delaware regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof.
[Signatures appear on the following page]
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In Witness Whereof, the Parties have caused this Amendment to be executed as of the date first above written.
| ASP ISOTOPES INC. | |||
| By: | /s/ Paul E. Mann | ||
| Name: | Paul E. Mann | ||
| Title: | Chief Executive Officer | ||
| NOBLE AFRICA LLC | |||
| By: | /s/ Paul E. Mann | ||
| Name: | Paul E. Mann | ||
| Title: | Manager | ||
| RENERGEN LIMITED | |||
| By: | /s/ Paul E. Mann | ||
| Name: | Paul E. Mann | ||
| Title: | Director | ||
| ENDRA LIFE SCIENCES INC. | |||
| By: | /s/ Alexander Tokman | ||
| Name: | Alexander Tokman | ||
| Title: | Chief Executive Officer | ||
| KRUGER MERGER SUB LLC | |||
| By: | /s/ Alexander Tokman | ||
| Name: | Alexander Tokman | ||
| Title: | Chief Executive Officer | ||
EXHIBIT A
Schedule 6.1
ATTACHMENT 6.1
[Attached]
EXHIBIT B
Schedule 6.2
ATTACHMENT 6.2
[Attached]
EXHIBIT C
EXHIBIT F
FORM OF PUBCO A&R
CERTIFICATE OF INCORPORATION
[Attached]
EXHIBIT D
EXHIBIT M
SIXTH ADDENDUM OF ASPI TERM LOAN FACILITY AGREEMENT
[Attached]
Exhibit 4.1
AMENDMENT NO. 1 TO
COMMON STOCK PURCHASE WARRANT
This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of October 1, 2026, by and between ENDRA Life Sciences Inc., a Delaware corporation (the “Company”), and such holder identified on the signature page hereto (the “Holder”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Original Warrant (as defined below). From and after the date hereof, all references to the “Warrant” in the Original Warrant shall be to the Original Warrant as amended by this Amendment.
WHEREAS, the Holder is the holder of that certain Common Stock Purchase Warrant issued by the Company as of May 27, 2026 to the Holder (the “Original Warrant”), to purchase that amount of shares of common stock of the Company, par value $0.0001 per share (“Warrant Shares”), set forth under its name on the signature page hereto;
WHEREAS, pursuant to Section 5(l) of the Original Warrant, the Original Warrant may be modified or amended or the provisions thereof waived with the written consent of the Company and the holders of outstanding Original Warrants representing the majority of Warrant Shares underlying such Original Warrants;
WHEREAS, the Holder is the sole Holder of the Original Warrant; and
WHEREAS, the Company and the Holder desire to amend the Original Warrant as set forth in this Amendment to remove the Beneficial Ownership Limitation in the Original Warrant.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Holder hereby agree as follows:
1. Amendments.
| (a) | Section 2(e) of the Original Warrant is hereby amended by deleting the title and text thereof in their entirety and inserting the following in lieu thereof: “Intentionally omitted.” |
| (b) | Section 3(b) of the Original Warrant is hereby amended by deleting the title and text thereof in their entirety and inserting the following in lieu thereof: |
“Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.”
| (c) | Section 3(c) of the Original Warrant is hereby amended by deleting the title and text thereof in their entirety and inserting the following in lieu thereof: |
“Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.”
2. No Further Amendment. Except as amended by this Amendment, the Original Warrant remains unaltered and shall remain in full force and effect.
3. Miscellaneous. The provisions of Section 5 (Miscellaneous) of the Original Warrant are incorporated herein, mutatis mutandis, as if a part hereof.
4. Counterparts. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties hereto need not sign the same counterpart. Counterparts may be delivered via electronic mail (including email delivery of a “.pdf” format data file or any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
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(Signature Page Follows)
IN WITNESS WHEREOF, each of the Company and the Holder has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
| COMPANY: | ||
| ENDRA LIFE SCIENCES INC. | ||
| By: | /s/ Alexander Tokman | |
| Name: | Alexander Tokman | |
| Title: | Chief Executive Officer | |
| HOLDER: | ||
| LHE LNG Holdings LLC | ||
| By: | /s/ Paul Mann | |
| Name: | Paul Mann | |
| Title: | Chief Executive Officer | |
| Number of Warrant Shares: 1,156,774 | ||
Signature Page to
Amendment No. 1 to Common Stock Purchase Warrant
Exhibit 4.2
AMENDMENT NO. 1 TO
PRE-FUNDED COMMON STOCK PURCHASE WARRANT
This AMENDMENT NO. 1 TO PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of October 1, 2026, by and between ENDRA Life Sciences Inc., a Delaware corporation (the “Company”), and such holder identified on the signature page hereto (the “Holder”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Original Warrant (as defined below). From and after the date hereof, all references to the “Warrant” in the Original Warrant shall be to the Original Warrant as amended by this Amendment.
WHEREAS, the Holder is the holder of that certain Pre-Funded Common Stock Purchase Warrant issued by the Company as of May 27, 2026 to the Holder (the “Original Warrant”), to purchase that amount of shares of common stock of the Company, par value $0.0001 per share (“Warrant Shares”), set forth under its name on the signature page hereto;
WHEREAS, pursuant to Section 5(l) of the Original Warrant, the Original Warrant may be modified or amended or the provisions thereof waived with the written consent of the Company and the holders of outstanding Original Warrants representing the majority of Warrant Shares underlying such Original Warrants;
WHEREAS, the Holder is the sole Holder of the Original Warrant; and
WHEREAS, the Company and the Holder desire to amend the Original Warrant as set forth in this Amendment to remove the Beneficial Ownership Limitation in the Original Warrant.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Holder hereby agree as follows:
1. Amendments.
| (a) | Section 2(e) of the Original Warrant is hereby amended by deleting the title and text thereof in their entirety and inserting the following in lieu thereof: “Intentionally omitted.” |
| (b) | Section 3(b) of the Original Warrant is hereby amended by deleting the title and text thereof in their entirety and inserting the following in lieu thereof: |
“Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.”
| (c) | Section 3(c) of the Original Warrant is hereby amended by deleting the title and text thereof in their entirety and inserting the following in lieu thereof: |
“Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.”
2. No Further Amendment. Except as amended by this Amendment, the Original Warrant remains unaltered and shall remain in full force and effect.
3. Miscellaneous. The provisions of Section 5 (Miscellaneous) of the Original Warrant are incorporated herein, mutatis mutandis, as if a part hereof.
4. Counterparts. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties hereto need not sign the same counterpart. Counterparts may be delivered via electronic mail (including email delivery of a “.pdf” format data file or any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
*****
(Signature Page Follows)
IN WITNESS WHEREOF, each of the Company and the Holder has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.
| COMPANY: | ||
| ENDRA LIFE SCIENCES INC. | ||
| By: | /s/ Alexander Tokman | |
| Name: | Alexander Tokman | |
| Title: | Chief Executive Officer | |
| HOLDER: | ||
| LHE LNG Holdings LLC | ||
| By: | /s/ Paul Mann | |
| Name: | Paul Mann | |
| Title: | Chief Executive Officer | |
| Number of Warrant Shares: 511,541 | ||
Signature Page to
Amendment No. 1 to Pre-Funded Common Stock Purchase Warrant