Form 8-K

8-K — ENDRA Life Sciences Inc.

Accession: 0001213900-26-037497

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001681682

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0284372-8k_endralife.htm (Primary)

EX-99.1 — PRESS RELEASE DATED MARCH 31, 2026, FURNISHED HEREWITH (ea028437201ex99-1.htm)

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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) March 31, 2026

ENDRA Life Sciences Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-37969

26-0579295

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

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 Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under 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 ☐

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

2.02 Results of Operations and Financial Condition

March 31, 2026, ENDRA Life Sciences Inc. (the “Company”) issued a press release announcing its financial results for the

quarter and year ended December 31, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form

8-K.

The

information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not

be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise

subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of

1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

99.1

Press Release dated

March 31, 2026, furnished herewith.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

March 31, 2026

By:

/s/

Richard Jacroux

Name:

Richard

Jacroux

Title:

Chief

Financial Officer

EX-99.1 — PRESS RELEASE DATED MARCH 31, 2026, FURNISHED HEREWITH

EX-99.1

Filename: ea028437201ex99-1.htm · Sequence: 2

Exhibit 99.1

ENDRA Life Sciences

Reports Fourth Quarter and Full Year 2025

Financial Results and Provides Business Update

ANN ARBOR, Mich. (March

31, 2026) – ENDRA Life Sciences Inc. (NASDAQ: NDRA) (“ENDRA” or the “Company”), a

pioneer in thermoacoustic biomarker imaging for early detection and monitoring of steatotic liver disease (SLD), today reported

financial results for the quarter and year ended December 31, 2025, and provided a business update.

Business Update

● Initiated Evaluation of Strategic Alternatives

○ On March 25, 2026, the Company announced that its Board of

Directors has initiated a process to evaluate strategic alternatives to maximize shareholder value.

○ The Company intends to continue executing on its strategic

and operating initiatives during the review process, and has not set a timetable for completion of the process.

● Demonstrated Strong Clinical Progress with TAEUS®

Liver

○ On November 20, 2025, ENDRA announced positive results from

its feasibility study that demonstrated the ability of TAEUS Liver, as redesigned in 2025, to accurately quantify liver fat fraction

– a key MASLD/MASH biomarker – with a Pearson correlation coefficient of r=0.89 across the full stages of steatotic disease

and BMIs.

○ On December 4, 2025, the Company announced additional feasibility

results that demonstrated TAEUS Liver’s strong concordance with MRI-PDFF, the industry’s gold standard for non-invasive liver

fat assessment, at critical liver fat fraction thresholds of 12-17% and 20-22% thereby positioning the device as a clinical SLD tool

for future use in pharmaceutical trials.

○ On February 26, 2026, the Company reported favorable results

from a new study that demonstrated the device’s robust intra-user repeatability and inter-user

reproducibility, essential factors for long-term monitoring of SLD, which now affects approximately 30% of adults worldwide. TAEUS

achieved an Intraclass Correlation Coefficient of 0.89 with standard error of measurement of 3.3% using independent operators.

○ These data support TAEUS’s

objective to deliver a standardized, accurate and repeatable liver fat test for the growing population affected by SLD. TAEUS Liver has

the potential to be deployed in routine clinical practice to address large, underserved populations and could potentially be utilized

by pharmaceutical companies for patient recruitment and follow-up in clinical trials.

“Over the past

year we significantly strengthened the clinical foundation for TAEUS, demonstrating performance that we believe positions our technology

alongside the current standard of care, while maintaining the accessibility, scalability and cost of handheld ultrasound systems,”

said Alexander Tokman, ENDRA’s Chief Executive Officer. “We remain highly confident in the long-term potential of TAEUS and

are optimistic about the value it can deliver to patients, clinicians and our shareholders. As we evaluate strategic alternatives for

the company, our focus is on ensuring that this progress translates into maximum benefit for all stakeholders.”

Fourth Quarter Financial Results

In the fourth quarter of 2025, cash used in operations

increased to $1.6 million, compared with $1.5 million in the fourth quarter of 2024.

Operating expenses in the fourth quarter of 2025

decreased to $1.6 million, compared with $4.3 million in the same period last year. As a result, the net loss in the fourth quarter of

2025 was $3.2 million, compared with a net loss of $4.2 million in the fourth quarter of 2024.

2025 Financial Results

During 2025 the Company

benefitted from actions taken throughout 2024 to streamline operations and focus resources on core development priorities, resulting in

a significant decrease in operating expenses.

Operating expenses in

2025 decreased to $5.8 million, compared with $10.8 million in 2024, which included a $2.3 million non-cash inventory valuation charge

reflecting the Company's strategic shift to align the TAEUS Liver device with larger market opportunities. The Company reported a net

loss of $7.0 million in 2025, compared with a net loss of $11.5 million in 2024. The improvement was primarily driven by lower operating

expenses, partially offset by continued investment in the advancement of the Company’s technology and clinical programs.

As of December 31, 2025,

ENDRA had approximately $762,000 in cash and cash equivalents and held approximately $2.0 million in its Digital Asset Treasury, representing

an additional component of its capital management strategy.

About ENDRA Life Sciences

Inc.

ENDRA Life Sciences is

the pioneer of Thermo Acoustic Enhanced UltraSound (TAEUS®), a ground-breaking technology being developed to assess tissue

fat content and monitor tissue ablation during minimally invasive procedures, at the point of patient care. TAEUS® is focused

on the measurement of fat in the liver as a means to assess and monitor steatotic liver disease and metabolic dysfunction-associated steatohepatitis,

chronic liver conditions that affect over two billion people globally, and for which there are no practical diagnostic tools. Our press

releases and financial and other material information are routinely posted to and accessible on the Investors section of our website,

www.endrainc.com.

Forward-Looking Statements

All statements in this

press release that are not based on historical fact are “forward-looking statements” within the meaning of Section 27A of

the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements—based on certain assumptions

and describing our future plans, strategies, and expectations—can generally be identified by the use of terms such as “approximate,”

“anticipate,” “attempt,” “believe,” “could,” “estimate,” “expect,”

“forecast,” “future,” “goal,” “hope,” “intend,” “may,” “plan,”

“possible,” “potential,” “project,” “seek,” “should,” “will,”

“would,” or other comparable terms (including the negative of any of the foregoing), although some forward-looking statements

are express differently. Each forward-looking statement contained in this release is subject to risks and uncertainties that could cause

actual results to differ materially from those expressed or implied by such statement.

Applicable risks and

uncertainties include, among others: expectations regarding the strategic alternative review process and the chance that it may not result

in any transaction or other strategic outcome; our limited commercial experience, limited cash resources, and history of losses; our ability

to obtain adequate financing to fund operations in the future; risks related to shifts in regulatory, accounting, or tax treatment affecting

our treasury activities; the potential impact of any changes in financial reporting requirements; the risk that our stock price may be

affected by the performance or valuation of assets held in our treasury; a determination that we are an investment company under the Investment

Company Act of 1940; our ability to achieve profitability; delays or changes in regulatory requirements, policies, or guidelines; potential

delays in submitting required regulatory applications or other submissions to, or receiving approvals from, the U.S. Food and Drug Administration

(“FDA”) or other regulatory agencies; our ability to obtain and maintain required CE mark certifications and secured required

FDA and other governmental approvals for our Thermo Acoustic Enhanced Ultrasound (“TAEUS®”) applications; our

ability to develop commercially viable products based on our TAEUS® technology; market acceptance of our technology; the

effect of macroeconomic conditions on our business; results of studies, which may be negative or inconclusive; our ability to secure and

maintain development partners; reliance on third parties, collaborations, strategic alliances, and licensing arrangements; the competitive

landscape in the healthcare industry; our ability to protect our intellectual property; changes in healthcare industry practices or reimbursement

policies; our ability to comply with regulations from federal, state, local, and foreign governmental agencies; our ability to maintain

compliance with Nasdaq listing standards; our dependence on key members of management; and other risks and uncertainties described in

the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of the Company’s

most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.

You should not rely on

forward-looking statements as predictions of future events. Forward-looking statements in this press release speak only as of the date

of issuance, and ENDRA assumes no obligation to update such statements to reflect actual results or changes in expectations, except as

required by law.

Company Contact:

Investor Relations

investors@endrainc.com

www.endrainc.com

Investor Relations Contact:

Yvonne Briggs

Alliance Advisors IR

(310) 691-7100

ybriggs@allianceadvisors.com

[Financial

Tables Follow]

ENDRA Life Sciences Inc.

Consolidated Balance Sheets

December 31,

2025

2024

Assets

Current Assets

Cash

$ 762,365

$ 3,229,480

Prepaid expenses

205,604

204,185

Total Current Assets

967,969

3,433,665

Non-Current Assets

Fixed assets, net

42,516

69,281

Right of use assets

461,949

578,013

Prepaid expenses, long term

365,417

Digital Assets

2,009,960

Other assets

5,986

Total Assets

$ 3,853,797

$ 4,452,362

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable and accrued liabilities

$ 621,578

$ 508,293

Lease liabilities, current portion

129,378

96,937

Total Current Liabilities

750,956

605,230

Long Term Debt

Lease liabilities

362,974

487,482

Warrant Liability

479,747

799,284

Total Long Term Debt

842,721

1,286,766

Total Liabilities

1,593,677

1,891,996

Commitments and Contingencies

Stockholders’ Equity

Series A Convertible Preferred Stock, $0.0001 par value; 10,000 shares authorized; 17.488 and 17.488 shares issued and outstanding, respectively

Series B Convertible Preferred Stock, $0.0001 par value; 1,000 shares authorized; no shares issued and outstanding

Series C Preferred Stock, $0.0001 par value; 100,000 shares authorized; no shares issued and outstanding

Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 1,176,477 and 536,908 shares issued and outstanding, respectively

116

Additional paid in capital

112,725,513

105,998,412

Stock payable

Accumulated deficit

(110,465,509 )

(103,438,099 )

Total Stockholders’ Equity

2,260,120

2,560,366

Total Liabilities and Stockholders’ Equity

$ 3,853,797

$ 4,452,362

ENDRA Life Sciences Inc.

Consolidated Statements of Operations

Year Ended

December 31,

2025

2024

Operating Expenses

Research and development

$ 1,849,996

$ 3,190,293

Sales and marketing

189,470

571,040

General and administrative

3,723,635

7,055,814

Total operating expenses

5,763,101

10,817,147

Operating loss

(5,763,101 )

(10,817,147 )

Other (expenses) income

Other income

71,224

108,484

Digital asset staking compensation

5,121

Change in fair value of digital assets

(995,161 )

Warrant expense

(665,030 )

(7,323,685 )

Changes in fair value of warrant liability

319,537

3,447,737

Gain on settlement of warrant exercise

3,076,664

Total other expenses

(1,264,309 )

(690,800 )

Loss from operations before income taxes

(7,027,410 )

(11,507,947 )

Provision for income taxes

Net Loss

$ (7,027,410 )

$ (11,507,947 )

Net loss per share – basic and diluted

$ (8.93 )

$ (56.94 )

Weighted average common shares – basic and diluted

787,020

202,106

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