Business Context and Reporting Period
Company: ENDRA Life Sciences Inc. (NDRA)
Filing Type: Form 8-K (Current Report)
Date of Report: June 25, 2026
Event: Entry into a Material Definitive Agreement (Agreement and Plan of Merger).
ENDRA Life Sciences Inc. has entered into a merger agreement to acquire Noble Africa LLC ("Noble"), a subsidiary of ASP Isotopes Inc. ("ASPI"). Upon closing, Noble will merge with a wholly-owned subsidiary of ENDRA, and Noble will survive as a wholly-owned subsidiary of ENDRA. The Company will be renamed "Noble Africa Inc." and will shift its strategic focus to the development and commercialization of helium and liquefied natural gas (LNG) resources through its subsidiary, Renergen Limited.
Key Financial Metrics and Transaction Terms
Transaction Financing (Noble Investment):
- Gross Proceeds: Approximately $50 million raised by Noble immediately prior to the Merger.
- Price Per Unit: $6.57 for Class A Units and Pre-Funded Warrants; $6.57 for Class B Units.
- Investors: ASPI and certain institutional investors.
Capital Structure Changes:
- Class A Common Stock: Existing ENDRA shares will be reclassified as Class A Common Stock (1 vote per share).
- Class B Common Stock: Issued to ASPI (55,500,000 units) and other investors. Entitles holders to 10 votes per share.
- Debt Facility: ASPI may provide loans to Renergen up to $200 million under a fifth addendum to an existing term loan facility.
Liquidity Condition:
- Consummation of the Merger is conditioned on ENDRA having cash equal to or greater than $3.8 million at closing.
Note: This filing does not provide historical revenue, profit, or cash flow metrics for ENDRA or the target entities. It focuses on the terms of the proposed transaction.
Material Changes and Governance
Corporate Name and Structure:
- The Company will be renamed "Noble Africa Inc."
- Adoption of a two-class stock structure (Class A and Class B) with differential voting rights.
- Implementation of a classified board structure (three classes of directors).
Board Composition:
- Post-closing Board expected to consist of seven directors.
- Five directors designated by Noble (ASPI).
- One director designated by ENDRA.
- One director to be the CEO of the Surviving Company.
Stockholder Approval:
- Stockholders holding 268,395 shares have entered into Voting Agreements to support the transaction.
- A Special Meeting will be held to approve the issuance of shares, a potential reverse stock split, a new equity plan, and the amended certificate of incorporation.
Guidance, Risks, and Contingencies
Conditions to Closing:
- Approval of stockholder matters by ENDRA stockholders.
- Effectiveness of the SEC registration statement (Form S-4).
- Nasdaq listing approval for the new stock classes.
- Receipt of the $50 million Noble Investment proceeds.
- Written consent from the U.S. International Development Finance Corporation (DFC/OPIC).
- ENDRA maintaining cash of at least $3.8 million.
Key Risks and Uncertainties:
- Financing Risk: Failure to secure the $50 million investment or the $200 million loan facility.
- Regulatory Risk: Delays or denial of DFC/OPIC consent or Nasdaq listing approval.
- Operational Risk: Uncertainty regarding the completion of Phase 1 and 2 of Renergen's Virginia Gas Project.
- Market Risk: Volatility in LNG and liquid helium prices.
- Termination: The agreement may be terminated if closing does not occur by December 24, 2026, or if stockholder approval is not obtained.
Unusual Items:
- Stockholders participating in the October 2025 private placement waived their right to repurchase warrants at Black-Scholes value following a change of control.
Investor Verification Checklist
- Form S-4 and Proxy Statement: Review the upcoming filing for detailed financial data, risk factors, and the full text of the Merger Agreement.
- Stockholder Vote: Confirm the date and outcome of the Special Meeting required to approve the transaction.
- Regulatory Consents: Monitor the status of the U.S. DFC/OPIC consent and Nasdaq listing approval.
- Cash Position: Verify ENDRA's cash balance remains above the $3.8 million threshold required for closing.
- Financing Closure: Confirm the closing of the $50 million Noble Investment and the terms of the $200 million loan facility.
- Reverse Stock Split: Check for Board approval of a reverse stock split ratio to maintain Nasdaq compliance.