{"url_path":"/sec/ndra/8-k/2026-06-26/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement. **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1681682/0001213900-26-072268-index.html","accession_number":"0001213900-26-072268","cik":"0001681682","ticker":"NDRA","issuer_name":"ENDRA Life Sciences Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1681682/0001213900-26-072268-index.html","primary_entity_key":"0001681682","primary_entity_name":"ENDRA Life Sciences Inc."},"word_count":2965,"has_tables":true,"body_markdown":"**Item 1.01.****Entry into a Material Definitive Agreement. **\n\n \n\n**Agreement and Plan of Merger**\n\n \n\nOn June 25, 2026, ENDRA Life Sciences Inc., a Delaware corporation\n(“ENDRA” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”),\nby and among ASP Isotopes Inc. (“ASPI”), a Delaware corporation, Noble Africa LLC, a Delaware limited liability company and\na direct, wholly-owned subsidiary of ASP (“Noble”), Renergen Limited, a company incorporated under the laws of the Republic\nof South Africa and a direct, wholly-owned subsidiary of ASPI (“Renergen”), ENDRA, and Kruger Merger Sub LLC, a Delaware limited\nliability company and a direct, wholly-owned subsidiary of ENDRA (“Merger Sub”), pursuant to which, among other matters, and\nsubject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Noble (the\n“Merger”), with Noble surviving the Merger as a direct wholly-owned subsidiary of ENDRA (the “Surviving Company”).\n\n \n\nConcurrently with the entry into the Merger Agreement, Noble\nentered into subscription agreements (“Subscription Agreements”) with ASPI and certain investors pursuant to which Noble\nagreed to sell approximately (i) 4,594,218 Class A Units of Noble and/or pre-funded warrants to purchase Class A Units of Noble (the\n“Pre-Funded Warrants”) to certain institutional investors and other persons and (ii) 3,054,185 Class B Units of Noble to\nASPI, at a price per unit of $6.57 (or $6.57 less the Pre-Funded Warrant exercise price of $0.0001 for the Pre-Funded Warrants), for\naggregate gross proceeds to Noble of approximately $50 million (the “Noble Investment”). Pursuant to the Subscription\nAgreements, the Noble Investment shall close immediately prior to the Merger.\n\n \n\nAdditionally, prior to the effective time of the Merger (the “Effective\nTime”), ASPI will contribute all of its equity interest in Renergen to Noble in exchange for 55,500,000 of Noble’s Class B\nUnits (the “Contribution”). The shares of Class B Common Stock (as defined below) received by ASPI upon conversion of the Class B Units in connection with the Merger\nwill entitle ASPI to 10 votes per share on all matters submitted to a vote of the stockholders of the Company.\n\n \n\nSubject to the terms and conditions of the Merger Agreement, at the\nEffective Time, all of the units of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become\nunits of the Surviving Company (“Surviving Company Units”) and ENDRA shall be admitted as the sole member of the Surviving\nCompany as the holder of all Surviving Company Units. Additionally, at the Effective Time, (i) each Class A Unit of Noble outstanding\nimmediately prior to the Effective Time (other than any units of Noble held by ENDRA, Merger Sub, Noble or any of their respective subsidiaries\n(the “Excluded Company Units”), which shall be automatically cancelled), by virtue of the Merger, shall be converted into\nthe right to receive one share of Class A Common Stock (as defined below), as adjusted for the Reverse Stock Split (as defined below),\nif applicable, (ii) each Class B Unit of Noble outstanding immediately prior to the Effective Time (other than any Excluded Company Units),\nby virtue of the Merger, shall be converted into the right to receive one share of Class B Common Stock (as defined below) as adjusted\nfor the Reverse Stock Split (as defined below), if applicable and (iii) each Pre-Funded Warrant that is outstanding and unexercised immediately\nprior to the Effective Time, will be converted into and become a warrant to purchase Class A Common Stock, and ENDRA shall assume the\nterms of the Pre-Funded Warrant by which such Pre-Funded Warrant is evidenced (with changes to such documents as ASPI and ENDRA mutually\nagree are appropriate to reflect the substitution of the Pre-Funded Warrant by ENDRA to purchase shares of Class A Common Stock). Pursuant\nto the A&R Certificate of Incorporation (as defined below), at the Effective Time, each share of ENDRA’s common stock issued\nand outstanding or held as treasury stock immediately prior to the Effective Time shall, automatically and without further action by\nany ENDRA stockholder, be reclassified as one share of Class A Common Stock.\n\n \n\n1\n\n \n\n \n\nImmediately prior to the Effective Time, ENDRA shall file with the\nSecretary of State of the State of Delaware an amended and restated Certificate of Incorporation (the “A&R Certificate of Incorporation”),\npursuant to which ENDRA will be renamed Noble Africa Inc. The A&R Certificate of Incorporation will establish two classes of common\nstock, consisting of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and Class B common stock,\npar value $0.0001 per share (“Class B Common Stock”). The A&R Certificate of Incorporation will authorize 1,000,000,000\nshares of Class A Common Stock, 200,000,000 shares of Class B Common Stock, and 50,000,000 shares of preferred stock. Pursuant to the\nA&R Certificate of Incorporation, the holders of shares of Class A Common Stock and Class B Common Stock shall vote together as one\nclass on all matters, with each holder of Class A Common Stock entitled to one vote for each share of Class A Common Stock held as of\nthe applicable record date and each holder of Class B Common Stock entitled to ten votes for each share of Class B Common Stock held as\nof the applicable record date. The holders of the Class A Common Stock and Class B Common Stock shall be entitled to share equally, on\na per share basis, in any dividends or other distributions declared by the Company’s Board of Directors (the “Board”).\nIn the event of involuntary liquidation, dissolution, distribution of assets or winding up of the Company, the assets of the Company would\nbe divided among and paid ratably to the holders of the Class A Common Stock and Class B Common Stock, treated as a single class. Each\nshare of Class B Common Stock will be convertible into one share of Class A Common Stock at the option of the holder. Additionally, each\nshare of Class B Common Stock shall automatically be converted into one share of Class A Common Stock upon any transfer of such Class\nB Common Stock other than a Permitted Transfer (as defined in the A&R Certificate of Incorporation), or upon the affirmative vote\nof the holders of a majority of the then-outstanding shares of Class B Common Stock. The A&R Certificate of Incorporation also provides\nthat, without the affirmative vote of the holders of a majority of the then-outstanding shares of Class B Common Stock, voting as a separate\nclass, in addition to any other vote required by law or the Company’s bylaws or the A&R Certificate of Incorporation, the Company\nshall not, by merger, consolidation, conversion or otherwise, amend, alter, repeal, adopt any inconsistent provision with, or waive Section\n4.2 of the A&R Certificate of Incorporation, which pertains to the rights and terms of the Class A Common Stock and the Class B Common\nStock, or effect any reclassification of the Class A Common Stock or Class B Common Stock. The A&R Certificate of Incorporation provides\nthat the Board shall be divided into three separate classes, as nearly equal in number as possible, with the first class to hold a term\nexpiring at the first annual meeting of the stockholders following the filing of the A&R Certificate of Incorporation (“Class\nI”), the second class to hold a term expiring at the second annual meeting of the stockholders following the filing of the A&R\nCertificate of Incorporation (“Class II”) and the third class to hold a term expiring at the third annual meeting of the stockholders\nfollowing the filing of the A&R Certificate of Incorporation (“Class III”). At each annual meeting of stockholders beginning\nwith the first annual meeting of stockholders following the filing of the A&R Certificate of Incorporation, successors to the class\nof directors whose term expires at that annual meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders\nto be held in the third year following the year of their election.\n\n \n\nImmediately after the Effective Time, the Board is expected to consist\nof seven directors, of which (i) one is anticipated to be the Chief Executive Officer of the Surviving Company (the “CEO Director”),\n(ii) five are to be non-executive directors designated solely by Noble (the “Noble Directors”) and (iii) one is to be a non-executive\ndirector designated solely by ENDRA (the “ENDRA Director”). Class I shall be comprised of two of the Noble Directors, Class\nII shall be comprised of one of the Noble Directors and the ENDRA Director and Class III shall be comprised of two of the Noble Directors\nand the CEO Director.\n\n \n\nPursuant to the Merger Agreement, on the closing date of the Merger\nprior to the Effective Time, subject to the prior receipt of stockholder approval, ENDRA may implement a reverse stock split (the “Reverse\nStock Split”) for the purpose of maintaining compliance with Nasdaq listing standards, at a reverse split ratio approved by the\nBoard.\n\n \n\nIn connection with the Merger, ENDRA plans to seek the approval of\nits stockholders at a special meeting (the “Special Meeting”) of, among other things, (i) the issuance of the shares of Class\nA Common Stock and Class B Common Stock as the Merger Consideration, (ii) the Reverse Stock Split, (iii) the adoption of a new incentive\nequity plan, and (iv) the A&R Certificate of Incorporation (all such voting proposals in this paragraph, the “ENDRA Stockholder\nMatters”).\n\n \n\nThe Merger Agreement includes customary representations, warranties\nand covenants, including, among others, covenants relating to (i) ENDRA’s obtaining the approval of its stockholders of the ENDRA\nStockholder Matters, (ii) ENDRA’s non-solicitation of alternative acquisition proposals, (iii) the conduct of their respective businesses\nduring the period between the date of signing the Merger Agreement and the Closing, (iv) ENDRA’s filing with the U.S. Securities\nand Exchange Commission (the “SEC”) and causing to become effective a registration statement on Form S-4 to register the shares\nof the Class A Common Stock and Class B Common Stock to be issued in connection with the Merger (the “Registration Statement”),\nand (v) ENDRA’s preparing and submitting to Nasdaq an initial listing application or notification form for notifying Nasdaq of the\nchange in its name and the listing of the Class A Common Stock and Class B Common Stock to be issued as Merger Consideration. The representations\nand warranties will not survive Closing, except with respect to intentional fraud, and there will be no escrow or price adjustments for\nany breaches of the representations, warranties, and covenants of any party following Closing.\n\n \n\n2\n\n \n\n \n\nEach of ENDRA, Renergen, ASPI and Noble has agreed, subject to certain\nexceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into\ndiscussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals. However,\nENDRA may provide information to any person who has made an unsolicited, bona fide written acquisition proposal, if such proposal is made\nafter the date of the Merger Agreement, ENDRA’s Board determines in good faith, after consultation with outside legal counsel, (i)\nthat such proposal would reasonably be expected to be a superior proposal and (ii) that failure to provide information in connection with\nsuch proposal would reasonably be expected to be inconsistent with its fiduciary duties to ENDRA and ENDRA’s stockholders under\nDelaware law, and such person executes and delivers a confidentiality agreement to ENDRA containing substantially the same terms and conditions\nas the confidentiality agreement between ENDRA and ASPI.\n\n \n\nConsummation of the Merger is subject to certain closing conditions,\nincluding the accuracy of the representations and warranties of the other parties, subject to applicable materiality standards, the approval\nof the ENDRA Stockholder Matters, the Registration Statement being declared effective by the SEC, the approval for listing on Nasdaq (or\nany other public stock market or exchange in the United States as may be agreed by Noble and ENDRA) of the Class A Common Stock and Class\nB Common Stock to be issued as the Merger Consideration, the receipt by Noble of the proceeds of the Noble Investment, Noble’s receipt\nof a written consent of the U.S. Internal Development Finance Corporation (formerly known as the Overseas Private Investment Corporation)\n(“OPIC”) as required under that certain Finance Agreement by and between OPIC and a subsidiary of Renergen, ENDRA’s\nhaving an amount of cash equal to or greater than $3.8 million, ASPI having effected the Contribution, and the performance in all material\nrespects by the applicable parties of their agreements, obligations and covenants under the Merger Agreement required to be performed\non or prior to the date of the Closing.\n\n \n\nThe Merger Agreement contains certain termination rights of each of\nENDRA and Noble. The Merger Agreement may be terminated at any time prior to Closing by mutual written agreement between ENDRA and Noble\nor by either party if Closing shall not have occurred by December 24, 2026. Either ENDRA or Noble may also terminate the Merger Agreement\nif the representations or warranties of the other party were inaccurate as of the date of the Merger Agreement or become inaccurate thereafter\ndue to a breach of a covenant or agreement of that party prior to Closing, or if the ENDRA Stockholder Matters are not approved by the\nENDRA stockholders at the Special Meeting.\n\n \n\nConcurrently with the Closing, the Company will enter into a registration\nrights agreement and certain business continuity agreements with ASPI, including a master transaction agreement, shared services agreement,\nemployee matters agreement and tax sharing agreement. The master transaction agreement will contain key provisions relating to the conduct\nof future transactions and govern the ongoing relationship between ASPI and the Company after the Closing, including sales of helium,\ncertain indemnification obligations and a requirement for the Company to maintain the same auditor and fiscal year as ASPI for so long\nas ASPI is required to consolidate the financial statements of ASPI under GAAP. Under the shared services and employee matters agreements,\nASPI will provide certain administrative services to the Company in exchange for a service fee equal to the operating cost plus a margin.\n\n \n\nAt the Closing, ASPI, ASPI South Africa Proprietary Limited, a wholly\nowned subsidiary of ASPI (“ASPI SA”), and Renergen, shall enter into the fifth addendum to that certain ASPI Term Loan Facility,\ndated May 19, 2025, by and between ASPI, ASPI SA and Renergen, pursuant to which ASPI may provide loans to Renergen up to $200 million.\n\n \n\nCopies of the Merger Agreement and the form of A&R Certificate\nof Incorporation are filed as Exhibits 2.1 and 3.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.\nA copy of the form of Subscription Agreement is attached as an exhibit to the Merger Agreement filed as Exhibit 2.1 hereto and is incorporated\nherein by reference. The foregoing descriptions of each of the Merger Agreement, the A&R Certificate of Incorporation and the form\nof Subscription Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger\nAgreement, the A&R Certificate of Incorporation and the form of Subscription Agreement, respectively. The Merger Agreement, which\nincludes the form of Subscription Agreement attached thereto, has been attached as an exhibit to this Current Report on Form 8-K to provide\ninvestors and securityholders with information regarding its terms. The Merger Agreement and the Subscription Agreement are not intended\nto provide any other factual information about ENDRA, ASPI, Noble or Renergen or to modify or supplement any factual disclosures about\nthe parties made in public reports filed with the SEC. The Merger Agreement and the Subscription Agreement include representations, warranties\nand covenants of ENDRA, Noble and Renergen, made solely for the purpose of the Merger Agreement or the Subscription Agreement, as applicable,\nand solely for the benefit of the parties thereto in connection with the negotiated terms of the Merger Agreement or the Subscription\nAgreement, as applicable. Investors should not rely on the representations, warranties and covenants in the Merger Agreement or the Subscription\nAgreement or any descriptions thereof as characterizations of the actual state of facts or conditions of ENDRA, ASPI, Noble, Renergen\nor any of their respective affiliates. Moreover, certain of those representations and warranties may not be accurate or complete as of\nany specified date, may be modified in important aspects by the underlying disclosure schedules which are not filed publicly, may be subject\nto a contractual standard of materiality different from those generally applicable to SEC filings or may have been used for purposes of\nallocating risk among the parties to the Merger Agreement and the Subscription Agreement, rather than establishing matters of fact.\n\n \n\n3\n\n \n\n \n\n**Voting Agreements**\n\n \n\nConcurrently and in connection with the execution of the Merger Agreement,\ncertain stockholders of ENDRA holding an aggregate 268,395 of the outstanding shares of ENDRA common stock, entered into voting agreements\nby and among Noble, the Company and such stockholders (the “Voting Agreements”). The Voting Agreements provide that the stockholders\nof ENDRA shall appear for quorum purposes, vote their shares of common stock in favor of the ENDRA Stockholder Matters and vote against\nany agreement, transaction or other matter that is intended to, or would reasonably be expected to impede, interfere with, delay, postpone\nor materially and adversely affect the ENDRA Stockholder Matters. The Voting Agreements also provide ENDRA with an irrevocable proxy to\nvote the shares of common stock covered by the Voting Agreements as required if a stockholder fails to do so.\n\n \n\nA copy of the form of Voting Agreement has been filed as Exhibit 10.1\nto this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Voting Agreements does not\npurport to be complete and is qualified in its entirety by reference to the full text of the form of Voting Agreement."}