ENDRA Life Sciences Inc. 8-K

What Happened
ENDRA Life Sciences (NDRA) announced a Securities Purchase Agreement dated May 27, 2026, under which it agreed to sell 578,387 shares of common stock (or prefunded warrants in lieu) and warrants to purchase up to 1,156,774 shares. Each share (or prefunded warrant) plus accompanying common warrant was sold at a combined price of $6.57, producing gross proceeds of about $3.8 million; the Offering was expected to close on May 28, 2026. Lucid Capital Markets, LLC served as sole placement agent. The company also entered a Side Letter Agreement with the purchaser that includes a potential payment obligation, a board observer right for the purchaser, and a requirement to keep the Purchase Price amount in a segregated bank account subject to a deposit control agreement until certain conditions are met.

Key Details

• Securities Purchase Agreement dated May 27, 2026; expected Closing Date May 28, 2026; gross proceeds ≈ $3.8M.
• Issuance: 578,387 common shares and/or prefunded warrants, plus common warrants exercisable for up to 1,156,774 shares at $6.57 per share. Prefunded warrants exercisable for one share at $0.0001.
• Exercise limits: a portion (324,372 prefunded-warrant shares) and all common warrants are subject to stockholder approval before exercisability; common warrants valid up to 5 years after exercisability restriction removal. Placement agent will receive prefunded warrants to buy up to 100,000 shares as compensation (also subject to stockholder approval restrictions).
• Side Letter: if the company notifies the purchaser it will not continue pursuing a specified strategic alternative, the company must pay the purchaser an amount equal to the Purchase Price less the fair market value of the purchased securities (based on a 10-day VWAP), and must keep Purchase Price cash segregated until the earlier of closing the strategic alternative or payment. The purchaser also gets a board observer right.

Why It Matters
This private placement provides immediate funding (≈ $3.8M) the company says it will use for working capital and general corporate purposes, and the proceeds currently support ENDRA’s claim that its stockholders’ equity exceeds Nasdaq’s $2.5M minimum. The company previously faced Nasdaq non‑compliance (Apr 20, 2026 notice showing equity of $2,260,120) and had requested a hearing; it now believes the Offering brings it back into compliance and is awaiting Nasdaq’s formal determination. Investors should note the Side Letter’s payment obligation and segregated cash requirement, which could affect how those proceeds are used until resolved, and the exercise and shareholder-approval limits on some warrants that may delay dilution.