Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement. 

First Amendment to Agreement and Plan of Merger

As previously disclosed, on June 25, 2026, ENDRA Life Sciences Inc., a Delaware corporation ("ENDRA" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among ASP Isotopes Inc. ("ASPI"), a Delaware corporation, Noble Africa LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of ASPI ("Noble"), Renergen Limited, a company incorporated under the laws of the Republic of South Africa and a direct, wholly-owned subsidiary of ASPI ("Renergen"), ENDRA, and Kruger Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of ENDRA ("Merger Sub"), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Noble (the "Merger"), with Noble surviving the Merger as a direct wholly-owned subsidiary of ENDRA.

On October 1, 2026, ENDRA, ASPI, Noble, Renergen and Merger Sub entered into that certain First Amendment to the Merger Agreement (the "Amendment") to, among other things, (i) amend ENDRA's disclosure letter to permit ENDRA to amend the Pre-Funded Common Stock Purchase Warrant (the "Pre-Funded Warrant") and Common Stock Purchase Warrant (the "Common Warrant" and, together with the Pre-Funded Warrant, the "Warrants"), each issued by ENDRA as of May 27, 2026 to LHE LNG Holdings, a direct, wholly-owned subsidiary of ASPI (the "ASP Affiliate"), as further described below, (ii) remove the requirement that the board of directors immediately following the closing of the Merger (the "Combined Company Board") be classified into three separate classes, (iii) revise the minimum cash closing condition to reflect a minimum cash requirement of $3,800,002.59, less certain agreed-upon expenses to permit ENDRA to engage in certain investor relations activities, (iv) replace the form of ENDRA's Fifth Amended and Restated Certificate of Incorporation with an updated form that removes the classified board provisions and other provisions that would have required a supermajority vote of ENDRA's stockholders to be approved, (v) amend Noble Africa's disclosure letter to permit Renergen to enter into a fifth addendum to that certain Term Loan Facility Agreement, dated as of May 19, 2025, by and between Renergen, ASPI and ASPI South Africa Proprietary Limited, a wholly-owned subsidiary of ASPI (the "ASPI Term Loan Facility"), which would increase Renergen's borrowing capacity from ASPI from $80 million to up to $120 million and (vi) contemplate a sixth addendum to the ASPI Term Loan Facility to be entered into at or prior to the closing of the Merger, which would further increase Renergen's borrowing capacity from ASPI from $120 million to up to $200 million. Except as expressly modified by the Amendment, the terms of the Merger Agreement were ratified and remain in full force and effect.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendment No. 1 to Common Stock Purchase Warrant and Amendment No. 1 to Pre-Funded Common Stock Purchase Warrant

As previously disclosed, on May 27, 2026, ENDRA entered into a securities purchase agreement (the "Securities Purchase Agreement") with the ASP Affiliate pursuant to which the Company agreed to sell and issue to the ASP Affiliate in a private placement offering an aggregate of 66,846 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock"), Pre-Funded Warrants to purchase an aggregate of up to 511,541 shares of Common Stock (the "Pre-Funded Warrant Shares") at a per share exercise price of $0.0001 and Common Warrants to purchase an aggregate of up to 1,156,774 shares of Common Stock (the "Common Warrant Shares" and together with the Pre-Funded Warrant Shares, the "Warrant Shares")) at a per share exercise price of $6.57.

On October 1, 2026, ENDRA and the ASP Affiliate entered into (i) Amendment No. 1 to Common Stock Purchase Warrant (the "Common Warrant Amendment") and (ii) Amendment No. 1 to Pre-Funded Common Stock Purchase Warrant (the "Pre-Funded Warrant Amendment" and, together with the Common Warrant Amendment, the "Warrant Amendments"). The Warrant Amendments make changes to each Warrant to, among other things, remove the 4.99% beneficial ownership limitation on the ASP Affiliate's ability to exercise each Warrant. Except as amended by the Warrant Amendments, the terms of each Warrant remain unaltered and in full force and effect. As previously disclosed, a portion of the Pre-Funded Warrants in respect of 324,372 Pre-Funded Warrant Shares and all of the Common Warrants will only become exercisable upon the Company obtaining stockholder approval of the issuance of such Pre-Funded Warrant Shares and Common Warrant Shares.