NDRA

EX-99.1

2 ea030215601ex99-1.htm

PRESS RELEASE DATED AUGUST 17, 2026, FURNISHED HEREWITH

Exhibit 99.1

August 17, 2026

ENDRA Life Sciences Reports Second

Quarter 2026 Financial Results and

Provides Business Update

ANN ARBOR, Mich., (BUSINESS WIRE) – 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), reported financial results for the quarter ended June 30, 2026, and provided a business update.

Second Quarter 2026 and Recent Highlights

On June 25, 2026, ENDRA entered into a definitive merger agreement with ASP Isotopes Inc. (NASDAQ: ASPI), Noble Africa LLC (“Noble Africa”) , Renergen Limited and other parties thereto. Under the terms of the agreement, Noble Africa will merge with a wholly owned subsidiary of ENDRA, with Noble Africa surviving the merger as a wholly owned subsidiary of ENDRA. Upon completion of the proposed transaction, ENDRA will be renamed Noble Africa Inc.

The proposed transaction is intended to provide investors with exposure to Renergen’s Virginia Gas Project in South Africa. In connection with the transaction, Noble Africa entered into subscription agreements with institutional and other investors, as well as ASP Isotopes, for a private placement expected to generate approximately $50 million in gross proceeds, with closing anticipated concurrently with closing of the merger. Closing of the merger is expected in the fourth quarter of 2026, subject to customary closing conditions, including applicable stockholder and regulatory approvals.

On May 28, 2026, ENDRA completed a $3.8 million private placement, strengthening the Company’s balance sheet and providing additional capital as it pursued its strategic alternatives process. As of June 30, 2026, the $3.8 million of proceeds were classified as restricted cash pursuant to the terms of the financing.

Continued Disciplined Management of Operating Resources

ENDRA continued to carefully manage operating expenditures and cash resources during the quarter while completing its strategic alternatives process and entering into the proposed Noble Africa transaction. Research and development expenses decreased 39% and sales and marketing expenses decreased 92% compared with the second quarter of 2025.

“During the second quarter, we achieved an important objective for ENDRA and its stockholders by entering into a definitive merger agreement with Noble Africa following our strategic alternatives process,” said Alexander Tokman, Chairman and Chief Executive Officer of ENDRA Life Sciences.

“We believe the proposed transaction provides ENDRA stockholders with an opportunity to participate in the potential growth of a differentiated helium platform while providing a path forward for the Company. At the same time, we continued to carefully manage our operating resources, reducing cash used in operations compared with the prior-year period while maintaining our focus on completing the proposed transaction. We are now working with ASP Isotopes, Renergen, and Noble Africa toward satisfying the conditions necessary to complete the merger.”

Second Quarter 2026 Financial Results

As of June 30, 2026, ENDRA had approximately $1.7 million in cash, $3.8 million in restricted cash, and $1.9 million in its Digital Asset Treasury.

Cash used in operations during the second quarter of 2026 was approximately $0.9 million, compared with approximately $1.1 million in the same period of 2025.

Total operating expenses for the second quarter of 2026 were approximately $1.5 million, compared with approximately $1.3 million in the prior-year period. Operating expenses included approximately $542,000 of non-cash stock-based compensation in the second quarter of 2026, compared with approximately $89,000 in the second quarter of 2025.

Other income was approximately $1.6 million during the second quarter of 2026, primarily reflecting realized and unrealized gains associated with the Company’s digital asset treasury.

As a result, ENDRA reported net income of approximately $160,000 for the second quarter of 2026, compared with a net loss of approximately $1.2 million in the second quarter of 2025.

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.

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endra_8k.htm0001681682false00016816822025-07-092025-07-09iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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) July 9, 2025

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 ☐

If 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.

On July 9, 2025, ENDRA Life Sciences Inc. (the “Company”) filed a Registration Statement (the “Prospectus”) on Form S-1 (No. 333-288575) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to a public offering (the “Offering”) of shares of the Company’s common stock and warrants to purchase shares of the Company’s common stock. The Prospectus contains select preliminary unaudited estimated financial results for the fiscal quarter ended June 30, 2025. Such preliminary estimated results are furnished in the excerpt from the Prospectus attached hereto as Exhibit 99.1.

The information under Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Excerpt from Prospectus, dated July 9, 2025.

104

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

2

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.

July 9, 2025

By: /s/ Richard Jacroux

Name: Richard Jacroux

Title: Chief Financial Officer

3