ENDRA Life Sciences Amends Merger Agreement with ASPI; Warrant Terms Changed

What Happened ENDRA Life Sciences (ENDRA) filed an 8-K on October 1, 2026 announcing a First Amendment to its June 25, 2026 Agreement and Plan of Merger with ASP Isotopes Inc. (ASPI) and related subsidiaries. The amendment (i) allows ENDRA to modify warrants previously issued to an ASPI affiliate, (ii) removes a requirement that the post‑closing board be a classified (three‑class) board and updates ENDRA’s certificate of incorporation to remove certain supermajority voting provisions, and (iii) revises the minimum cash closing condition to $3,800,002.59 (less certain agreed expenses). The filing also contemplates increasing Renergen’s borrowing capacity under the ASPI Term Loan Facility from $80M initially to up to $120M (via a fifth addendum) and potentially up to $200M (via a sixth addendum at or before closing). Separately, ENDRA and the ASPI affiliate amended warrants issued May 27, 2026 to remove a 4.99% beneficial‑ownership cap on exercise.

Key Details

• Merger Agreement parties: ENDRA, ASP Isotopes Inc. (ASPI), Noble Africa LLC, Renergen Limited, and Kruger Merger Sub LLC. First Amendment executed Oct 1, 2026.
• Cash condition: minimum cash requirement set at $3,800,002.59 (less certain agreed expenses) for closing.
• Borrowing capacity: ASPI Term Loan Facility to be permitted to increase Renergen’s borrowing from $80M up to $120M (fifth addendum) and possibly to $200M (sixth addendum).
• Warrants issued May 27, 2026: 66,846 common shares sold; Pre‑Funded Warrants for up to 511,541 shares (exercise price $0.0001); Common Warrants for up to 1,156,774 shares (exercise price $6.57). Warrant amendments (Oct 1, 2026) remove the 4.99% ownership limit; a portion of Pre‑Funded Warrants for 324,372 shares and all Common Warrants remain exercisable only upon stockholder approval.

Why It Matters These amendments affect deal structure, governance and potential future dilution. Removing the classified‑board requirement and certain supermajority provisions changes post‑closing governance mechanics. Increasing Renergen’s borrowing capacity could provide more funding flexibility for the combined business but also increases leverage risk. Removing the 4.99% exercise cap lets the ASPI affiliate potentially acquire a larger stake upon exercising warrants (subject to any stockholder approvals required for certain warrants), which is material for ENDRA shareholders because it can change ownership percentages and dilution. The merger and financing remain subject to closing conditions, regulatory and stockholder approvals; ENDRA will file a Form S‑4/Proxy with more details.