Business Context and Reporting Period
Company: ENDRA Life Sciences Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: October 10, 2025
Reporting Period: Events occurring on or around October 10, 2025, with a closing date expected on October 15, 2025.
The Company entered into a private placement offering to raise capital primarily to establish a Digital Asset Treasury (DAT) strategy and fund working capital for its TAEUS liver device pilot validation study.
Key Financial Metrics and Capital Structure
- Gross Proceeds: Approximately $4.9 million from the sale of 744,340 shares of common stock and/or prefunded warrants.
- Potential Total Proceeds: Up to approximately $14.4 million if all Common Warrants are exercised.
- Offering Price: $6.57 per share (combined price for stock/prefunded warrant and accompanying warrants).
- Director Participant Price: $7.06 per share.
- Warrant Exercise Prices: $6.32 for Common Warrants (Director Participant: $6.81); $0.0001 for Prefunded Warrants.
- Digital Asset Allocation: Approximately $3.5 million of proceeds allocated to the DAT strategy.
- Management Fees: Arca Investment Management, LLC will receive 1.25% to 1.75% of assets under management (AUM) annually plus a 10% to 15% performance fee.
Material Changes and Agreements
Securities Purchase Agreement
The Company agreed to sell 744,340 shares of Common Stock and/or Prefunded Warrants, along with Common Warrants to purchase up to 1,488,680 shares. The offering is expected to close on October 15, 2025.
Investment Management Agreement
The Company engaged Arca Investment Management, LLC to manage the DAT strategy, focusing on decentralized finance and the purchase of $HYPE (Hyperliquid network). Arca received 400,000 Advisory Warrants (100,000 immediately exercisable at $6.95; 300,000 contingent on AUM thresholds).
Custody Agreement
The Company entered into a Master Custody Service Agreement with Anchorage Digital Bank, N.A., to hold substantially all DAT assets.
Termination of ATM Agreement
The Company terminated its At-The-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC, effective immediately on October 13, 2025.
Unregistered Sales of Equity Securities
In addition to the primary offering, the Company issued Placement Agent Warrants to purchase 44,660 shares at an exercise price of $9.47 per share to Lucid Capital Markets, LLC.
Guidance, Outlook, and Risks
- Use of Proceeds: Majority for DAT strategy; up to $750,000 for the TAEUS liver device pilot validation study (total cap of $1 million including other funds).
- Digital Asset Strategy: Focus on decentralized finance, specifically purchasing $HYPE directly or via derivatives.
- Forward-Looking Statements: The filing contains forward-looking statements regarding the implementation of the DAT strategy, which are subject to risks and uncertainties.
- Corporate Governance: The 2025 Annual Meeting of Stockholders is scheduled for December 9, 2025. The record date is October 16, 2025. Deadlines for stockholder proposals are October 27, 2025.
Investor Verification Checklist
- Verify the closing of the $4.9 million offering on October 15, 2025.
- Confirm the specific allocation of funds between the Digital Asset Treasury and the TAEUS liver device study.
- Monitor the performance of the $HYPE digital asset holdings managed by Arca Investment Management.
- Review the terms of the Advisory Warrants issued to Arca, specifically the AUM thresholds required for the 300,000 contingent warrants.
- Check for the filing of the registration statement for the resale of shares and warrants within 30 days of the closing date.