Business Context and Reporting Period
This Form 8-K Current Report was filed by ENDRA Life Sciences Inc. on November 28, 2025. The filing discloses significant changes in executive leadership and the execution of new service agreements effective as of the report date.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements and contractual terms.
Material Changes
- Departure of Chief Technology Officer: Michael Thornton resigned as Chief Technology Officer effective November 28, 2025.
- New Consulting Agreement: Mr. Thornton entered into a Consulting Agreement to provide commercialization services. Compensation is set at $150/hour for the first five hours per week and $100/hour for additional hours. His outstanding equity awards (Options and RSUs) will continue to vest while he provides services.
- Advisory Services Agreement: The Company entered into a new agreement with Impact Solve, LLC (dba Impact Solutions) to provide financial services through Richard Jacroux, the Company's Chief Financial Officer. This supersedes a prior agreement.
- CFO Compensation Structure: Mr. Jacroux's services are billed at a discounted base fee of $8,650 per month (increasing to $10,800 on January 1, 2026) plus hourly rates for time exceeding 16 hours per week ($124.70/hour initially, increasing to $156.00/hour in 2026).
Guidance, Outlook, and Risks
The filing does not provide financial guidance, market outlook, or a discussion of general business risks. The primary contingency noted is the indefinite term of the new agreements, which may be cancelled by either party with 15 days' notice. The agreements include customary non-solicitation and confidentiality provisions.
Investor Verification Checklist
- Verify the specific deliverables and scope of work defined in the new Consulting Agreement with Michael Thornton (Exhibit 10.1).
- Confirm the vesting schedule and status of Mr. Thornton's outstanding equity awards under the 2016 Omnibus Incentive Plan.
- Review the initial work order details for Richard Jacroux to understand the specific financial reporting obligations and expense reimbursement terms (Exhibit 10.2).
- Monitor the transition of CTO responsibilities following Mr. Thornton's resignation.