ENDRA amends merger agreement with ASP Isotopes and Renergen

ENDRA Life Sciences Inc. (Nasdaq: NDRA) signed a First Amendment to its Agreement and Plan of Merger with ASP Isotopes Inc., Noble Africa LLC, Renergen Limited and Kruger Merger Sub LLC on October 1, 2026, according to a Form 8-K filed the same day. ENDRA entered into the original merger agreement on June 25, 2026. Under that agreement, Merger Sub would merge with and into Noble Africa, with Noble Africa surviving as a direct, wholly owned subsidiary of ENDRA. The amendment changes several terms of the deal, the warrants held by an ASP Isotopes affiliate, and a loan facility that ASP Isotopes provides to Renergen. Except as the amendment changes it, the original agreement remains in full force.

Changes to the merger terms

The amendment amends ENDRA's disclosure letter to permit it to amend warrants issued on May 27, 2026 to LHE LNG Holdings, a direct, wholly owned subsidiary of ASP Isotopes. It removes the requirement that the combined company's board be divided into three separate classes after closing. It also revises the minimum cash closing condition to a minimum cash requirement of $3,800,002.59, less certain agreed-upon expenses, to permit ENDRA to engage in certain investor relations activities.

The amendment also replaces the form of ENDRA's Fifth Amended and Restated Certificate of Incorporation with an updated form. The updated form removes the classified board provisions and other provisions that would have required a supermajority vote of ENDRA's stockholders to be approved.

Renergen may enter into a fifth addendum to its term loan facility agreement, dated May 19, 2025, with ASP Isotopes and ASPI South Africa Proprietary Limited. That addendum would increase Renergen's borrowing capacity from ASP Isotopes from $80 million to up to $120 million. The filing also contemplates a sixth addendum, to be entered into at or before closing, that would increase the capacity from $120 million to up to $200 million.

The warrants

On May 27, 2026, ENDRA agreed to sell 66,846 shares of common stock to the ASP Isotopes affiliate in a private placement. The same agreement covered pre-funded warrants for up to 511,541 shares at $0.0001 per share and common warrants for up to 1,156,774 shares at $6.57 per share.

On October 1, 2026, ENDRA and the affiliate signed amendments to both warrants. The amendments remove the 4.99% beneficial ownership limitation on the affiliate's ability to exercise each warrant. Other terms are unchanged. The filing says pre-funded warrants for 324,372 shares, and all of the common warrants, become exercisable only after ENDRA obtains stockholder approval of the issuance of those shares.

Recent financial position

The company's XBRL data show research and development expense of $1.8 million for 2025, compared with $3.2 million for 2024. The net loss was $7.0 million for 2025, compared with $11.5 million for 2024. Cash used in operations was $5.2 million in 2025, compared with $7.4 million in 2024. The data show cash and cash equivalents of $1.7 million at June 30, 2026.

The risks ahead

ENDRA still has to close the merger, which is subject to the satisfaction or waiver of the agreement's conditions, including the minimum cash requirement. Its own figures show a net loss of $7.0 million and cash used in operations of $5.2 million in 2025, against cash of $1.7 million at June 30, 2026. The warrant shares become exercisable only after stockholder approval. The filing lists as risks that closing conditions are not satisfied, including a failure to timely obtain approval of the merger from ENDRA stockholders, and that the proposed financings are not completed in a timely manner.

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