8-K
ENDRA Life Sciences Inc. (NDRA)
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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) December 9, 2025
| ENDRA Life Sciences Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-37969 | 26-0579295 |
| --- | --- | --- |
| (State or other jurisdiction<br><br> of incorporation) | (Commission File Number) | (IRS Employer <br><br>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<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>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 5.02 Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2025, the stockholders of ENDRA Life Sciences Inc. (the “Company”) approved the Second Amendment to the Company’s 2016 Omnibus Incentive Plan (the “Omnibus Plan Amendment”) at the 2025 Annual Meeting of the Company’s Stockholders (the “Annual Meeting”). A description of the terms and conditions of the Omnibus Plan Amendment is set forth in the definitive proxy statement for the 2025 Annual Meeting of Stockholders of the Company as filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2025 (the “Proxy Statement”) under the heading “Proposal 6 – Approval of Second Amendment to 2016 Omnibus Incentive Plan,” which such description is incorporated by reference herein. This summary is qualified in its entirety by the full text of the Omnibus Plan Amendment set forth in Appendix B to the Proxy Statement, which is also incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporationor Bylaws; Change in Fiscal Year
At the Annual Meeting, the Company’s stockholders approved and adopted a Certificate of Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of 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 Share Increase Amendment was filed with the Secretary of State of the State of Delaware on December 10, 2025 and was effective upon filing.
This above description is a summary of the Share Increase Amendment and is qualified in its entirety by reference to the full text of the Share Increase Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote ofSecurity Holders
The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Proxy Statement, are as follows:
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<br><br>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 |
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Proposal 2 - The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers:
| 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) |
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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. | ||
|---|---|---|
| December 12, 2025 | ||
| By: | /s/ Alexander Tokman | |
| Name: | Alexander Tokman | |
| Title: | Chief Executive Officer and Chairman |
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Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
ENDRA Life Sciences Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
FIRST: The Certificate of Incorporation of the Corporation is hereby amended by deleting the first paragraph of Article FOURTH in its entirety and replacing the first paragraph of Article FOURTH with the following:
“FOURTH: The total number of shares of stock that the Corporation shall have authority to issue shall be 1,010,000,000 shares, consisting of 1,000,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and 10,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”). Subject to the rights of the holders of any series of Preferred Stock then outstanding, the number of authorized shares of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required therefor.”
SECOND: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 9th day of December, 2025.
| ENDRA Life Sciences Inc. | |
|---|---|
| By: | /s/ Alexander Tokman |
| Alexander Tokman, Chief Executive Officer |