ENDRA Life Sciences Inc. 8-K

What Happened
ENDRA Life Sciences Inc. (NDRA) filed an 8-K reporting that on June 25, 2026 it signed an Agreement and Plan of Merger with ASP Isotopes Inc. (ASPI), Noble Africa LLC (Noble) and Renergen Limited (Renergen). Under the agreement, ENDRA will merge a subsidiary into Noble and, immediately prior to closing, Noble will raise approximately $50 million through subscription agreements and ASPI will contribute its Renergen equity in exchange for Class B units. At the effective time ENDRA will be renamed Noble Africa Inc., create dual-class stock (Class A and Class B), and convert existing ENDRA common into Class A shares. The parties filed the Merger Agreement and a form of the amended & restated certificate of incorporation as exhibits.

Key Details

• Merger Agreement signed June 25, 2026; outside termination date if not closed: December 24, 2026.
• Noble Investment: ~4,594,218 Class A units (and/or pre-funded warrants) sold to investors and 3,054,185 Class B units issued to ASPI at $6.57/unit for aggregate gross proceeds to Noble of about $50 million; closing of that financing is immediate prior to the Merger.
• ASPI will contribute all equity interest in Renergen to Noble in exchange for 55,500,000 Class B Units; Class B common stock will carry 10 votes per share vs. 1 vote per Class A share.
• Corporate/governance changes: ENDRA to be renamed Noble Africa Inc.; authorized shares — 1,000,000,000 Class A, 200,000,000 Class B, 50,000,000 preferred; Board expected to have seven directors (five Noble-designated, one ENDRA-designated, one CEO director).
• Closing conditions include ENDRA stockholder approval of merger-related proposals, SEC effectiveness of a Form S-4/registration statement, Nasdaq listing approval, Noble receiving financing proceeds, certain consents (including from the U.S. DFC), and ENDRA having at least $3.8 million of cash at closing.
• Other arrangements: registration rights and business continuity agreements with ASPI; an addendum allowing ASPI loans to Renergen up to $200 million; voting agreements securing votes from holders of 268,395 ENDRA shares; investors in ENDRA’s Oct 2025 private placement waived certain warrant repurchase rights on a change of control. Also, a Renergen investor presentation was furnished as Exhibit 99.1.

Why It Matters
This is a transformational transaction: if completed, ENDRA will effectively become a holding company for Noble/Renergen and change its business focus to Renergen’s helium and LNG operations. The $50M financing and ASPI’s contribution of Renergen equity are intended to fund the combined company’s operations, but closing depends on multiple approvals and regulatory steps (including a stockholder vote and SEC/Nasdaq processes). The dual-class structure and 10-vote Class B shares mean ASPI will control a large portion of voting power post-closing, which is important for current ENDRA shareholders to understand. Investors should watch for the Form S-4/proxy, the Special Meeting vote, and any updates on the financing, Nasdaq listing status, and the timing of the Closing.