{"filing":{"accession_number":"0001213900-26-061701","cik":"0001681682","ticker":"NDRA","company_name":"ENDRA Life Sciences Inc.","form":"8-K","filing_date":"2026-05-28","report_date":null,"primary_document":"ea0292216-8k_endra.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1681682/000121390026061701/ea0292216-8k_endra.htm"},"events":[{"id":8468,"run_id":7433,"accession_number":"0001213900-26-061701","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.94,"summary":"ENDRA Life Sciences entered into a securities purchase agreement on May 27, 2026, to sell 578,387 shares of common stock and/or prefunded warrants plus warrants to purchase 1,156,774 additional shares in a private placement for approximately $3.8 million in gross proceeds, with prefunded warrants also issued to the placement agent as compensation. This unregistered equity offering under Section 4(a)(2) and Regulation D represents a significant dilutive issuance with substantial warrant overhang.","company_name":"ENDRA Life Sciences Inc.","ticker":"NDRA","filing_date":"2026-05-28","submitted_at":null,"items":[{"id":2367,"accession_number":"0001213900-26-061701","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"ENDRA Life Sciences entered into a securities purchase agreement on May 27, 2026, to sell 578,387 shares of common stock and/or prefunded warrants plus warrants to purchase 1,156,774 additional shares in a private placement for approximately $3.8 million in gross proceeds. This is a classic dilutive equity issuance under Section 4(a)(2) and Regulation D, with significant warrant overhang (2x the initial share count) and contingent exercisability restrictions tied to stockholder approval—hallmarks of a PIPE-like financing typical of small-cap companies raising capital through unregistered equity offerings.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:40:54.728426+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2368,"accession_number":"0001213900-26-061701","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"This Item 3.02 discloses an unregistered sale of equity securities, specifically prefunded warrants to purchase up to 100,000 shares of Common Stock issued to the Placement Agent as compensation, offered and sold under Section 4(a)(2) and Rule 506 of Regulation D. The filing explicitly references incorporation of Item 1.01 details regarding issuance of shares, common warrants, and prefunded warrants in a private placement structure, which is a classic dilutive issuance event material to investors assessing ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:40:54.728426+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":8469,"run_id":7433,"accession_number":"0001213900-26-061701","anchor_item_number":"8.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"ENDRA received a Nasdaq delisting notice on April 20, 2026, after its stockholders' equity fell below the $2.5 million minimum requirement. The Company requested a hearing before the Nasdaq Hearings Panel, which stayed delisting action, and believes it has regained compliance through the recent securities offering.","company_name":"ENDRA Life Sciences Inc.","ticker":"NDRA","filing_date":"2026-05-28","submitted_at":null,"items":[{"id":2369,"accession_number":"0001213900-26-061701","item_number":"8.01","item_title":"Other Events.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that ENDRA's stockholders' equity fell below Nasdaq's $2.5 million minimum requirement, triggering a delisting notice on April 20, 2026. Although the Company requested a hearing before the Nasdaq Hearings Panel (which stayed delisting action) and believes it has since regained compliance through a recent offering, the core event is the formal notice of non-compliance and delisting risk. This is a material disclosure under Item 3.01 (Delisting Risk) and Item 8.01 (Other Events).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:40:54.728426+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":2367,"accession_number":"0001213900-26-061701","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"ENDRA Life Sciences entered into a securities purchase agreement on May 27, 2026, to sell 578,387 shares of common stock and/or prefunded warrants plus warrants to purchase 1,156,774 additional shares in a private placement for approximately $3.8 million in gross proceeds. This is a classic dilutive equity issuance under Section 4(a)(2) and Regulation D, with significant warrant overhang (2x the initial share count) and contingent exercisability restrictions tied to stockholder approval—hallmarks of a PIPE-like financing typical of small-cap companies raising capital through unregistered equity offerings.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:40:54.728426+00:00","company_name":"ENDRA Life Sciences Inc.","ticker":"NDRA","filing_date":"2026-05-28"},{"id":2368,"accession_number":"0001213900-26-061701","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"This Item 3.02 discloses an unregistered sale of equity securities, specifically prefunded warrants to purchase up to 100,000 shares of Common Stock issued to the Placement Agent as compensation, offered and sold under Section 4(a)(2) and Rule 506 of Regulation D. The filing explicitly references incorporation of Item 1.01 details regarding issuance of shares, common warrants, and prefunded warrants in a private placement structure, which is a classic dilutive issuance event material to investors assessing ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:40:54.728426+00:00","company_name":"ENDRA Life Sciences Inc.","ticker":"NDRA","filing_date":"2026-05-28"},{"id":2369,"accession_number":"0001213900-26-061701","item_number":"8.01","item_title":"Other Events.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that ENDRA's stockholders' equity fell below Nasdaq's $2.5 million minimum requirement, triggering a delisting notice on April 20, 2026. Although the Company requested a hearing before the Nasdaq Hearings Panel (which stayed delisting action) and believes it has since regained compliance through a recent offering, the core event is the formal notice of non-compliance and delisting risk. This is a material disclosure under Item 3.01 (Delisting Risk) and Item 8.01 (Other Events).","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-29T02:40:54.728426+00:00","company_name":"ENDRA Life Sciences Inc.","ticker":"NDRA","filing_date":"2026-05-28"}]}