ENDRA Life Sciences Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this report, management performed, with the participation of our principal executive and principal financial officer, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. Based on the evaluation, our principal executive and principal financial officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting, as described below. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance to the Company’s management and board of directors regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 49 A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following material weakness as of December 31, 2025: insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting. Because of this material weakness, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025. Continuing Remediation Efforts To remediate its internal control weakness, management intends to implement the following measures, as the Company’s resources and financial means allow: ● Add additional accounting personnel or outside consultants, such as a new controller, to properly segregate duties and to effect timely, accurate preparation of the financial statements; and ● Complete the development of and maintain adequate written accounting policies and procedures. As we are not an “accelerated filer” under SEC rules, we are not required to provide an auditor’s attestation of management’s assessment of internal control over financial reporting as of December 31, 2025. Changes in Internal Control of Financial Reporting During the three months ended December 31, 2025, except as described above under “Continuing Remediation Efforts,” there were no changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. During the three months ended December 31, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 50 PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth the names and ages of all of our executive officers and directors. Our officers are appointed by, and serve at the pleasure of, the board of directors. Name Age Position Alexander Tokman 64 Chief Executive Officer and Chairman Richard Jacroux 58 Chief Financial Officer Louis J. Basenese 48 Director Anthony DiGiandomenico 59 Director Michael Harsh 71 Director Biographical information with respect to our executive officers and directors is provided below. There are no family relationships between any of our executive officers or directors. Alexander Tokman joined ENDRA’s Board of Directors in 2008 and was appointed as the Company’s Chief Executive Officer and Chairman of the Board of Directors on August 13, 2024. Mr. Tokman is a growth-driven executive with 24+ years of cross-functional leadership and P&L management experience centered around the development and commercialization of new technology products and services for Medical Device, Biotech, Consumer Electronics, AI and AgTech markets. He has a demonstrated track record in driving breakthrough revenue growth and valuations for start-ups, micro-caps and Fortune 100 companies and implementing improved strategies and operating mechanisms to accelerate business turnarounds. Prior to his appointment as ENDRA’s Chief Executive Officer, he served as a President of a privately held AI/Computer Vision SaaS company and was a CEO-in-Residence at the Allen Institute for Artificial Intelligence (AI2). Mr. Tokman also currently serves as an independent board director for a technology company commercializing a dedicated breast CT imaging platform, and he’s on the board of the American Academy of Thermography, a non-profit organization focused on bringing novel infrared imaging applications for disease diagnosis. Prior to that, he successfully led an IoT technology microcap for over 12 years and spent over 10 years as an executive with GE Healthcare, where he led several global businesses and successful commercialization of multiple business segments, including PET/CT. Mr. Tokman received both undergraduate and graduate Engineering degrees from the University of Massachusetts. Mr. Tokman’s executive experience in companies engaged in the development and commercialization of new technology products makes him well-suited to serve on our Board of Directors. Richard Jacroux was appointed Chief Financial Officer by the Board on August 7 2024, and serves as Principal Financial Officer and Principal Accounting Officer for the Company. Mr. Jacroux has over 20 years of experience in financial management and accounting and began his career at Ernst & Young LLP. Prior to ENDRA, Mr. Jacroux served as Chief Financial Officer of IUNU, Inc. and Buddy Platform, LTD. In 2023, he founded Impact Solve, LLC (dba Impact Solutions), an accounting and fractional chief financial officer service firm. He has also served as an adjunct professor at the University of Washington for more than 5 years. Mr. Jacroux received a BA in business administration and accounting from the University of Washington, and an MBA from the Kellogg School of Management. Louis J. Basenese joined our Board of Directors in April 2020. As of January 2025, Mr. Basenese is the Executive Vice President - Market Strategy at Prairie Operating Corp. Prior to that, Mr. Basenese served as President, Chief Market Strategist at Public Ventures, LLC, a registered broker-dealer, Member FINRA/SIPC, from June 2022 to January 2025. Previously, he was Founder and Chief Analyst of Disruptive Tech Research, LLC, an independent equity research and advisory firm focused exclusively on disruptive technology companies that has served the investment management community from June 2014 through September 2022. Since 2005, Mr. Basenese has also managed The Basenese Group, LLC, a consulting business focused on communications and business development for private and public small and microcap businesses. 51 Mr. Basenese holds an M.B.A. in Finance from the Crummer Graduate School of Business at Rollins College and a Bachelor of Arts from the University of Florida. He is also a former Series 7 and Series 66 license holder. Mr. Basenese’s experience with investor relations and business development of technology-focused companies, as well as financing and strategic planning, provides him with the qualifications and skills necessary to serve as a member of our Board of Directors. Anthony DiGiandomenico joined our Board of Directors in 2013. A co-founder of MDB Capital Group LLC, Mr. DiGiandomenico focuses on corporate finance and capital formation for growth-oriented companies. He has participated in all areas of corporate finance including private capital, public offerings, PIPEs, business consulting and strategic planning, and mergers and acquisitions. Mr. DiGiandomenico has also worked on a wide range of transactions for growth-oriented companies in biotechnology, nutritional supplements, manufacturing and entertainment industries. Prior to forming MDB Capital Group LLC in 1997, Mr. DiGiandomenico served as President and CEO of the Digian Company, a real estate development company. Mr. DiGiandomenico has also served on the board of directors of Cue Biopharma, Inc., an immunotherapy company, and on the board of directors of Provention Bio, Inc., a clinical-stage biopharmaceutical company. Mr. DiGiandomenico holds an MBA from the Haas School of Business at the University of California, Berkeley and a BS in Finance from the University of Colorado. Mr. DiGiandomenico’s financial expertise, general business acumen and significant executive leadership experience position him well to make valuable contributions to our Board of Directors. Michael Harsh joined our Board of Directors in 2015. He is a Portfolio Executive for the National Institutes of Health (NIH) Rapid Acceleration of Diagnostics (RADx) COVID-19 Response Program and a co-founder and Chief Product Officer of Terapede Systems, a digital Xray startup that focuses on developing an ultra-high resolution medical flat panel X-ray detector. He co-founded Terapede in 2015. Prior to Terapede, Mr. Harsh had a 36-year career with General Electric (“GE”). He held numerous positions within GE and served as Vice President and Chief Technology Officer of GE Healthcare, a multi-billion dollar division of GE, where he led its global science and technology organization and research and development teams in diagnostics, healthcare IT and life sciences. In 2004, Mr. Harsh was named Global Technology Leader - Imaging Technologies at the GE Global Research Center, where he led the research for imaging technologies across the company as well as the research associated with computer visualization and superconducting systems. Additionally, Mr. Harsh is a member of the boards of directors of Compute Health (NYSE: CPUH-UN), Imagion Biosystems (IBX.AX), and EmOpti, as well as a member of the Radiological Society of North America (RSNA), Research & Education Foundation Board of Trustees. He had previously served as a director for FloDesign Sonics until its acquisition by MilliporeSigma, a division of the Merck Group. He is also a McKinsey Senior Advisor and a consultant in the medical device industry. Mr. Harsh is a graduate of Marquette University, where he earned a bachelor’s degree in Electrical Engineering. He holds numerous U.S. patents in the field of medical imaging and instrumentation. In 2008, Mr. Harsh was elected to the American Institute for Medical and Biological Engineering College of Fellows for his significant contributions to the medical and biological engineering field. Mr. Harsh’s extensive industry, executive and board experience position him well to serve on our Board of Directors. Board Independence The Board of Directors has determined that each of Mr. Basenese, Mr. DiGiandomenico, and Mr. Harsh is an independent director within the meaning of the director independence standards of The Nasdaq Stock Market (“Nasdaq”). Furthermore, the Board has determined that all of the members of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are independent within the meaning of the director independence standards of Nasdaq and the rules of the SEC applicable to each such committee. 52 Committees Audit Committee . Our Audit Committee consists of Mr. Basenese, Mr. DiGiandomenico, and Mr. Harsh. The Board of Directors has determined that each member of the Audit Committee is independent within the meaning of the Nasdaq director independence standards and applicable rules of the SEC for audit committee members. The Board of Directors has elected Mr. DiGiandomenico as Chairperson of the Audit Committee and has determined that he qualifies as an “audit committee financial expert” under the rules of the SEC. The Audit Committee is responsible for assisting the Board of Directors in fulfilling its oversight responsibilities with respect to financial reports and other financial information. The Audit Committee (1) reviews, monitors and reports to the Board of Directors on the adequacy of the Company’s financial reporting process and system of internal controls over financial reporting, (2) has the ultimate authority to select, evaluate and replace the independent auditor and is the ultimate authority to which the independent auditors are accountable, (3) in consultation with management, periodically reviews the adequacy of the Company’s disclosure controls and procedures and approves any significant changes thereto, (4) provides the audit committee report for inclusion in our proxy statement for our annual meeting of stockholders and (5) recommends, establishes and monitors procedures for the receipt, retention and treatment of complaints relating to accounting, internal accounting controls or auditing matters and the receipt of confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters. The Audit Committee met four times in 2025 as well as acted by written consent. Compensation Committee . Our Compensation Committee presently consists of Mr. Basenese, Mr. DiGiandomenico, and Mr. Harsh, each of whom is a non-employee director as defined in Rule 16b-3 of the Exchange Act. The Board has also determined that each member of the Compensation Committee is also an independent director within the meaning of Nasdaq’s director independence standards. Mr. Basenese serves as Chairperson of the Compensation Committee. The Compensation Committee (1) discharges the responsibilities of the Board of Directors relating to the compensation of our directors and executive officers, (2) oversees the Company’s procedures for consideration and determination of executive and director compensation, and reviews and approves all executive compensation, and (3) administers and implements the Company’s incentive compensation plans and equity-based plans. The Compensation Committee did not meet separately from the board of directors in 2025 but acted by unanimous written consent. Corporate Governance and Nominating Committee . Our Corporate Governance and Nominating Committee consists of Mr. Harsh and Mr. Basenese. The Board of Directors has determined that each member of the Corporate Governance and Nominating Committee is an independent director within the meaning of the Nasdaq director independence standards and applicable rules of the SEC. Mr. Harsh serves as Chairperson of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee (1) recommends to the Board of Directors persons to serve as members of the Board of Directors and as members of and chairpersons for the committees of the Board of Directors, (2) considers the recommendation of candidates to serve as directors submitted from the stockholders of the Company, (3) assists the Board of Directors in evaluating the performance of the Board of Directors and the Board committees, (4) advises the Board of Directors regarding the appropriate board leadership structure for the Company, (5) reviews and makes recommendations to the Board of Directors on corporate governance and (6) reviews the size and composition of the Board of Directors and recommends to the Board of Directors any changes it deems advisable. The Corporate Governance and Nominating Committee did not meet separately from the Board of Directors in 2025 but acted by written consent. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Such persons are required by SEC regulations to furnish us with copies of all such filings. Based solely on our review of the copies of the reports that we received and written representations that no other reports were required, we believe that our executive officers, directors and greater than 10% stockholders complied with all applicable filing requirements on a timely basis during 2025, other than Form 4 reports filed by each of Louis J. Basenese, Anthony DiGiandomenico and Michael Harsh in connection with June 11, 2025 RSU awards that were filed on July 1, 2025. 53 Code of Business Conduct and Ethics We have in place a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of our directors, officers and employees. The Code of Ethics is designed to deter wrongdoing and to promote: ● honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ● full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications that we make; ● compliance with applicable governmental laws, rules and regulations; ● the prompt internal reporting of violations of the Code of Ethics to an appropriate person identified in the Code of Ethics; and ● accountability for adherence to the Code of Ethics. A current copy of the Code of Ethics is available at www.endrainc.com. A copy may also be obtained, free of charge, from us upon a request directed to ENDRA Life Sciences, Inc., 3600 Green Court, Suite 350, Ann Arbor, Michigan 48105, attention: Investor Relations. We intend to disclose any amendments to or waivers of a provision of the Code of Ethics required to be disclosed by applicable SEC rules by posting such information on our website available at www.endrainc.com and/or in our public filings with the SEC. Insider Trading Policy The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable Nasdaq requirements. Nasdaq Rule 5608 Clawback Policy The Company has adopted an incentive-based compensation recovery policy as required by the rules of the Nasdaq Stock Market, which is filed as Exhibit 97 to this report. Item 11. Executive Compensation Our compensation philosophy is to offer our executive officers compensation and benefits that are competitive and meet our goals of attracting, retaining and motivating highly skilled management, which is necessary to achieve our financial and strategic objectives and create long-term value for our stockholders. We believe the levels of compensation we provide should be competitive, reasonable and appropriate for our business needs and circumstances. Our board of directors uses benchmark compensation studies in determining compensation elements and levels. The principal elements of our executive compensation program have to date included base salary, annual bonus opportunity and long-term equity compensation in the form of restricted stock units and stock options. We believe successful long-term Company performance is more critical to enhancing stockholder value than short-term results. For this reason and to conserve cash and better align the interests of management and our stockholders, we emphasize long-term performance-based equity compensation over base annual salaries. 54 The following table sets forth information concerning the compensation earned by the individual that served as our principal executive officer during 2025, our two most highly compensated executive officers other than the individual who served as our principal executive officer during 2025, and up to two additional individuals for whom disclosure would have been provided but for the fact that such individual was not serving as an executive officer at the end of the last completed fiscal year (collectively, the “named executive officers”): 2025 Summary Compensation Table Name and Principal Position Year Salary ($) Stock Awards (1) Options Awards ($) (2) Non-equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) Alexander Tokman (4) 2025 300,000 90,724 - - - 390,724 Chief Executive Officer (since August 13, 2024) 2024 114,231 - 954 - 100,000 215,185 Michael Thornton (5) 2025 221,726 - - - - 221,726 Former Chief Technology Officer 2024 221,690 - - - 392 (3) 222,082 Richard Jacroux (6) 2025 133,355 45,364 - - - 178,719 Chief Financial Officer (since August 8, 2024) 2024 95,900 - - - - 95,900 (1) 2025 Stock Awards reflects PRSU awards with aggregate grant date fair value of $90,724 for Mr. Tokman and $45,364 for Mr. Jacroux, which vest subject to the achievement of performance criteria related to certain clinical milestones. The aggregate grant date fair value was calculated assuming 100% achievement of the performance criteria. (2) The amounts shown in this column indicate the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. For additional information regarding the assumptions made in calculating these amounts, see notes 2 and 8 to the financial statements included in Part II, Item 8 of this Annual Report. The shares underlying these option awards vest and become exercisable in three equal annual installments beginning on the first anniversary of their respective grant dates. (3) Represents insurance premiums paid by the Company with respect to life insurance for the benefit of the named executive officer. (4) Prior to appointment as Chief Executive Officer, Mr. Tokman served on the Board and provided consulting services to the Company. As a Board member, in January 2024, he was awarded an annual option grant to purchase 600 shares with a per share exercise price of $1.59. This grant was subject to adjustment due to the Company’s August 2024 Reverse Stock Split and the November 2024 Reverse Stock Split. After adjustment, this grant is for 1 share with a per share exercise price of $2,782.50. The amount shown above, $954, indicates the grant date fair value of option awards granted in the subject year computed in accordance with FASB ASC Topic 718. Board fees and consulting fees paid to Mr. Tokman in 2024 total $25,000 and $75,000, respectively, and are included in All Other Compensation. (5) Mr. Thornton is paid in Canadian Dollars. This figure is calculated using an average exchange rate of 1.3702 Canadian Dollars to US Dollars. (6) The Company contracts with Impact Solve, LLC (dba Impact Solutions) for Mr. Jacroux’s services. Mr. Jacroux began performing services for the Company prior to his appointment as Chief Financial Officer in March 2024 and was paid $36,600 for those services, which is included in the total above. Does not include $18,693 of fees paid to IS Bookkeeping & Payroll, a division of Impact Solutions, of which Mr. Jacroux is the founder, in respect of services provided by employees of Impact Solutions other than Mr. Jacroux. Employment Agreements and Change of Control Arrangements The following is a summary of the employment arrangements with our named executive officers. Alexander Tokman . Effective August 13, 2024, Mr. Tokman and the Company entered into an employment agreement, (the “Employment Agreement”). Mr. Tokman’s employment with the Company is “at will” and may be terminated by him or the Company at any time and for any reason. Pursuant to the Employment Agreement, Mr. Tokman will receive an annual base salary of $300,000, subject to adjustment at the Board’s discretion. Mr. Tokman is also eligible for an annual cash bonus based upon the achievement of performance-based objectives established by the Board of Directors. Additionally, Mr. Tokman is eligible to participate in our health and welfare programs and 401(k) plan, and other benefit programs on the same basis as other employees. 55 Michael Thornton - The Company had an employment agreement with Michael Thornton, the Company’s Chief Technology Officer, dated May 12, 2017, as amended December 27, 2019. The employment agreement provides for an annual base salary that is subject to adjustment at the board of directors’ discretion. Effective January 1, 2022, the Compensation Committee increased Mr. Thornton’s annual salary to $324,000. Under the employment agreement, Mr. Thornton is eligible for an annual cash bonus based upon achievement of performance-based objectives established by the board of directors. Under this employment agreement, Mr. Thornton was eligible to receive benefits that are substantially similar to those of the Company’s other senior executive officers. On November 28, 2025, the Company entered into a Consulting Agreement with Mr Thornton (the “Consulting Agreement”), in connection with which Mr. Thornton resigned as the Company’s Chief Technology Officer. Pursuant to the Consulting Agreement, Mr. Thornton will provide commercialization services and certain deliverables to the Company, as may be requested by the Company from time to time, and the Company shall pay Mr. Thornton at a rate of (i) $150 per hour for the first five hours per calendar week and (ii) $100 per hour for any hours in excess of five hours per calendar week. The Consulting Agreement provides that all of Mr. Thornton’s outstanding Options and Restricted Stock Units (each term as defined in the Company’s 2016 Omnibus Incentive Plan) shall remain outstanding and continue to vest in accordance with their terms for so long as Mr. Thornton is providing services under the Consulting Agreement. The Consulting Agreement has an indefinite term and may be cancelled by either party with 15 days’ notice to the other party. Richard Jacroux. On August 7, 2024, the Company’s Board of Directors appointed Richard Jacroux as Chief Financial Officer. Mr. Jacroux works in a part-time capacity for the Company through Impact Solutions pursuant to an Advisory Services Agreement dated November 28, 2025 (the “Advisory Services Agreement”). The Advisory Services Agreement provides for services (the “Services”) to be provided to the Company by Mr. Jacroux pursuant to work orders to be agreed upon by Mr. Jacroux and the Company from time to time. The Advisory Services Agreement provides that the Company shall reimburse Impact Solutions for reasonable travel and any additional expenses that the parties may agree to in writing in advance. Fees for the Services will be set forth in each applicable work order agreed to in advance by the Company and Impact Solutions. The initial work order, effective as of the date of the Advisory Services Agreement, provides for Mr. Jacroux to serve as the Company’s Principal Financial Officer and Principal Accounting Officer for an initial discounted base fee of $8,650 per month and at a rate of $124.70 per hour for hours beyond 16 per week, subject to an increase to a base fee of $10,800 per month and a rate of $156.00 per hour for hours beyond 16 per week effective January 1, 2026. The Advisory Services Agreement includes customary non-solicitation provisions, confidentiality provisions and representations and warranties included in similar agreements. Outstanding Equity Awards at 2025 Fiscal Year End The following table provides information regarding equity awards held by the named executive officers as of December 31, 2025. Stock Awards Option Awards Equity incentive plan awards: number of unearned shares, units or other rights that have not vested Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested Number of Securities Underlying Unexercised Options (#) Number of Securities Underlying Unexercised Options (#) Option Exercise Option Expiration (#) ($) Exercisable Unexercisable Price ($) Date Alexander Tokman - 173,250 1/2/2026 Chief Executive Officer 1 108,150 3/25/2029 - 92,400 4/5/2031 - 66,500 1/2/2030 2 31,500 12/11/2029 - 28,000 1/4/2031 - 25,900 1/3/2032 3 0 (1) 13,300 3/28/2032 3 2 (2) 7,035 1/30/2033 - 2,782.50 1/2/2034 26,921 90,724 (3) Michael Thornton 3 78,750 12/13/2026 Former Chief Technology Officer 16 31,500 6/6/2027 1 92,400 6/6/2027 8 92,400 6/6/2027 19 0 (1) 13,300 6/6/2027 25 0 (2) 7,035 6/6/2027 Richard Jacroux 13,461 45,364 (4) - - - - Chief Financial Officer (1) Represents unvested portion of stock option award which vests in three equal annual installments beginning on March 28, 2022. (2) Represents unvested portion of stock option award which vests in three equal annual installments beginning on January 30, 2023. (3) 2025 Stock Awards includes PRSU awards with aggregate grant date fair value of $90,724, which vest subject to the achievement of performance criteria related to certain clinical milestones. The aggregate grant date fair value was calculated assuming 100% achievement of the performance criteria. (4) 2025 Stock Awards includes PRSU awards with aggregate grant date fair value of $45,364, which vest subject to the achievement of performance criteria related to certain clinical milestones. The aggregate grant date fair value was calculated assuming 100% achievement of the performance criteria. 56 Equity Compensation Plan Table The following table presents information on the Company’s equity compensation plans as of December 31, 2025. All outstanding awards relate to our common stock. Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants Weighted- Average Exercise Price of Outstanding Options, Warrants and Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in and Rights Rights Column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders 216 (1) $ 30,862.14 3,048,799 (2) Equity compensation plans not approved by security holders - - - Total 216 $ 30,862.14 3,048,799 (1) Consists of outstanding stock options exercisable for shares of common stock issued under the 2016 Plan. (2) Pursuant to the Omnibus Plan Amendment, the number of shares available for future issuance under the 2016 Plan was 3,048,799 shares. Director Compensation Effective January 30, 2023, the Company adopted a non-employee director compensation policy (the “Compensation Policy”) pursuant to which each of our non-employee directors receives, upon his or her initial election to the Board of Directors, a stock option exercisable for 2,500 shares of common stock with a per share exercise price equal to the closing price of the common stock on the Nasdaq on the grant date. All such stock options vest in three equal annual installments beginning on the one-year anniversary of the grant date. Under the Compensation Policy, on the first trading day of each calendar year, each non-employee director is awarded a stock option exercisable for 600 shares of common stock, with a per share exercise price equal to the closing price of the common stock on the Nasdaq on the grant date, which becomes exercisable in three equal annual installments beginning on the first anniversary of the grant date. Additionally, pursuant to the Compensation Policy, each non-employee director is paid an annual cash retainer of $40,000, prorated for partial years of service and paid quarterly in arrears. The Company did not issue the annual stock option awards in January 2025 as the Board of Directors intends to update the Compensation Policy. Rather, in 2025, each non-employee member of the Board was awarded 5,384 restricted stock units at a valuation of $18,144. The following table sets forth information with respect to compensation earned by or awarded to each of our non-employee directors who served on the Board of Directors during the fiscal year ended December 31, 2025: Fees Earned Option & or Paid in RSU All Other Name Cash ($) Awards ($) (1)(2) Compensation ($) Total ($) Anthony DiGiandomenico 40,000 18,144   58,144 Michael Harsh 40,000 18,144 58,144 Louis Basenese 40,000 18,144 58,144 (1) The following table shows the number of shares subject to outstanding option awards held by each non-employee director as of December 31, 2025: Shares Subject to Outstanding Option Name Awards Louis Basenese 7 Anthony DiGiandomenico 11 Michael Harsh 11 (2) In 2025, non-employee members of the Board were awarded 5,384 restricted stock units each at a valuation of $18,144 per board member. 57 ENDRA Policy Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We have no practice or policy of coordinating or timing the release of the Company information around the grant date of our equity incentive awards, and we have not timed the disclosure of material non-public information for the purposes of affecting the value of executive compensation. During fiscal 2025, we did not grant any stock options (or similar awards) to any of our Named Executive Officers during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Form 8-K that disclosed any material non-public information. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters. The following tables set forth certain information regarding beneficial ownership of our voting stock as of March 31, 2026 by: ● each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of any class of our voting stock; ● each named executive officer included in the Summary Compensation Table above; ● each of our directors; ● each person nominated to become director; and ● all executive officers, directors and nominees as a group. Unless otherwise noted below, the address of each person listed in the tables is c/o ENDRA Life Sciences Inc. at 3600 Green Court, Suite 350, Ann Arbor, Michigan 48105. To our knowledge, each person listed below has sole voting and investment power over the shares shown as beneficially owned except to the extent jointly owned with spouses or otherwise noted below. Beneficial ownership is determined in accordance with the rules of the SEC. The information does not necessarily indicate ownership for any other purpose. Under these rules, shares of stock which a person has the right to acquire ( i.e. , by the exercise of any option or warrant) within 60 days after March 24, 2025 are deemed to be beneficially owned and outstanding for purposes of calculating the number of shares and the percentage beneficially owned by that person. However, these shares are not deemed to be beneficially owned and outstanding for purposes of computing the percentage beneficially owned by any other person. The applicable percentages of stock outstanding as of March 31, 2026 is based upon 1,240,751 shares of common stock and 17.488 shares of Series A Preferred Stock outstanding on that date. Beneficial Ownership Name of Beneficial Owner Shares of Common Stock Beneficially Owned Percentage of Common Stock Beneficially Owned Shares of Series A Preferred Stock Beneficially Owned Percentage of Series A Preferred Stock Beneficially Owned Louis Basenese 7 (1) * - - Anthony DiGiandomenico 70,890 (2) 5.7 % - - Michael Harsh 11 (3) * - - Alexander Tokman 14 (4) * - - Richard Jacroux - - - - Michael Thornton 92 (5) - - - All directors and executive officers as a group (5 persons) 70,922 5.7 % - - 5% Stockholders: Juan R. Rivero (6) 17.488 100 % * Less than one percent. (1) Consists of 1 shares of common stock and 6 shares of common stock issuable upon the exercise of options that are presently exercisable or becoming exercisable within 60 days of March 31, 2026. (2) Consists of 59 shares of common stock, 9 shares of common stock issuable upon the exercise of options that are presently exercisable or becoming exercisable within 60 days of March 31, 2026 and 70,822 shares purchased in the 2025 Offering. (3) Consists of 2 shares of common stock, 9 shares of common stock issuable upon the exercise of options that are presently exercisable or becoming exercisable within 60 days of March 31, 2026. (4) Consists of 5 shares of common stock and 9 shares of common stock issuable upon the exercise of options that are presently exercisable or becoming exercisable within 60 days of March 31, 2026. (5) Consists of 20 shares of common stock, 72 shares of common stock issuable upon the exercise of options that are presently exercisable or becoming exercisable within 60 days of March 31, 2026. (6) Mr. Rivero’s address is 14521 Jockey Circle, N. Davie, FL 33330. 58 Item 13. Certain Relationships and Related Transactions, and Director Independence Policy for Review of Related Person Transactions The Board of Directors has adopted a written policy with regard to related person transactions, which sets forth our procedures and standards for the review, approval or ratification of any transaction required to be reported in our filings with the SEC or in which one of our executive officers or directors has a direct or indirect material financial interest, with limited exceptions. Our policy is that the Corporate Governance and Nominating Committee shall review the material facts of all related person transactions (as defined in the related person transaction approval policy) and either approve or disapprove of the entry into any related person transaction. In the event that obtaining the advance approval of the Corporate Governance and Nominating Committee is not feasible, the Corporate Governance and Nominating Committee shall consider the related person transaction and, if the Corporate Governance and Nominating Committee determines it to be appropriate, may ratify the related person transaction. In determining whether to approve or ratify a related person transaction, the Corporate Governance and Nominating Committee will take into account, among other factors it deems appropriate, whether the related person transaction is on terms comparable to those available from an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. Related Person Transactions SEC regulations define the related person transactions that require disclosure to include any transaction, arrangement or relationship in which the amount involved exceeds the lesser of (a) $120,000 or (b) one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years in which it was or is to be a participant and in which a related person had or will have a direct or indirect material interest. A related person is: (i) an executive officer, director or director nominee of the Company, (ii) a beneficial owner of more than 5% of any class of the Company’s voting securities, (iii) an immediate family member of an executive officer, director or director nominee or beneficial owner of more than 5% of any class of the Company’s voting securities, or (iv) any entity that is owned or controlled by any of the foregoing persons or in which any of the foregoing persons has a substantial ownership interest or control. Other than as set forth below, since January 1, 2024, the Company has not participated in any such related party transaction. On March 24, 2024, the Company entered into an agreement for consulting services with Impact Solve, LLC (dba Impact Solutions), an accounting and chief financial officer service firm, controlled by Richard Jacroux. Mr. Jacroux works in a part-time capacity for the Company through Impact Solutions. The Company pays Impact Solutions a base monthly fee of $8,650 plus expenses in respect of his services to the Company, and hours worked in excess of 20 per week are paid at a rate of $150 per hour. In October 2025, the Company conducted a private placement offering in which the Company sold 70,822 shares of common stock and warrants exercisable for 141,644 shares of common stock to Anthony DiGiandomenico at a combined price of $7.06 per share and two warrants. Item 14. Principal Accountant Fees and Services RBSM LLP (“RBSM”) audited our financial statements for the year ended December 31, 2025. The following table sets forth the aggregate fees billed or expected to be billed by RBSM for audit and non-audit services in 2025 and 2024, including “out-of-pocket” expenses incurred in rendering these services. The nature of the services provided for each category is described following the table. Fee Category 2025 2024 Audit Fees (1) $ 209,000 $ 237,500 Audit-Related Fees - - Tax Fees (2) - $ - Total $ 209,000 $ 237,500 (1) Audit fees include fees for professional services rendered for the audit of our annual statements, quarterly reviews, consents and assistance with and review of documents filed with the SEC. (2) Tax fees include fees for professional services rendered for tax compliance, tax advice and tax planning. 59 PART IV Item 15. Exhibits, Financial Statements and Schedules (a) List of documents filed as part of this report: 1. Financial Statements (see “Financial Statements and Supplementary Data” at Item 8 and incorporated herein by reference) 2. Financial Statement Schedules (Schedules to the Financial Statements have been omitted because the information required to be set forth therein is not applicable or is shown in the accompanying Financial Statements or notes thereto) 3. Exhibits The following is a list of exhibits filed as part of this Annual Report: Exhibit Filed Incorporation by Reference Number Exhibit Description Herewith Form Exhibit Filing Date 3. 1 Fourth Amended and Restated Certificate of Incorporation of the Company, as amended [Restated for SEC filing purposes only] x 3.2 Amended and Restated Bylaws of the Company S-1 3.4 12/06/16 4.1 Specimen Certificate representing shares of common stock of the Company S-1 4.1 11/21/16 4.2 Certificate of Designations of Series A Convertible Preferred Stock 8-K 4.1 12/11/19 4.3 Form of Warrant issued in December 2019 Series A Convertible Preferred Stock Offering 8-K 4.2 12/11/19 4.4 Certificate of Designations of Series B Convertible Preferred Stock 8-K 4.1 12/26/19 4.5 Form of Warrant issued in December 2019 Series B Convertible Preferred Stock Offering 8-K 4.2 12/26/19 4.6 Certificate of Designations of Series C Preferred Stock 8-K 3.1 09/27/22 4.7 Form of Warrant issued in April 2023 Underwritten Public Offering S-1 4.2 03/30/23 4.8 Form of Underwriter’s Warrant issued in April 2023 Underwritten Public Offering S-1/A 4.3 04/18/23 4.9 Form of Warrant Agency Agreement S-1 4.4 03/30/23 4.10 Form of Placement Agent Warrant S-1 4.5 05/10/24 4.11 Form of Series A Warrant S-1 4.2 05/31/24 4.12 Form of Series B Warrant S-1 4.3 05/31/24 4.13 Form of Pre-Funded Warrant S-1 4.4 05/10/24 4.14 Amendment to Series A Warrant 10-Q 3.8 08/14/24 4.15 Amendment to Series B Warrant 10-Q 3.9 08/14/24 4.16 Form of Common Warrant 8-K 4.1 10/15/25 4.17 Form of Prefunded Warrant 8-K 4.2 10/15/25 4.18 Form of Placement Agent Warrant 8-K 4.3 10/15/25 4.19 Form of Advisory Warrant 8-K 4.4 10/15/25 4.20 Description of Securities 10-K 4.12 03/30/22 10.1 ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan* S-1 10.4 12/06/16 10.2 First Amendment to ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan* DEF 14A Appx. A 05/10/18 10.3 Second Amendment to ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan* DEF 14A Appx. B 10/28/25 10.4 Form of Stock Option Award under 2016 Omnibus Incentive Plan* S-1 10.5 12/06/16 10.5 Form of Restricted Stock Unit Award under 2016 Omnibus Incentive Plan* S-1 10.6 12/06/16 10.6 Non-Employee Director Compensation Policy, effective January 30, 2023* 10-K 10.6 03/16/23 10.7 Form of Indemnification Agreement by and between the Company and each of its directors and executive officers* S-1 10.8 11/21/16 60 10.8 Amended and Restated Employment Agreement, dated May 12, 2017, by and between the Company and Michael Thornton* 8-K 10.2 05/12/17 10.9 First Amendment to Employment Agreement, dated December 27, 2019, by and between the Company and Michael Thornton* 8-K 10.2 12/27/19 10.10 Advisory Services Agreement, dated as of November 28, 2025 by and between the Company and Richard Jacroux 8-K 10.2 11/28/25 10.11 Employment Agreement, dated August 13, 2024, by and between the Company and Alexander Tokman* 10-Q 10.1 11/19/24 10.12 Consulting Agreement, dated as of November 28, 2025, by and between the Company and Michael Thornton 8-K 10.1 11/28/25 10.13 Gross Lease, dated January 1, 2015, between the Company and Green Court LLC S-1 10.18 11/21/16 10.14 Amendment to Gross Lease, dated October 10, 2017, by and between the Company and Green Court LLC 10-Q 10.2 05/15/18 10.15 Second Amendment to Lease, dated March 15, 2021, by and between the Company and Green Court LLC 10-K 10.18 03/25/21 10.16 Third Amendment to Lease, dated December 1, 2024, by and between the Company and Green Court LLC 10-K 10.17 03/31/25 10.17 Consulting Agreement, dated October 17, 2023, by and between the Company and Alexander Tokman* 10-K 10.21 03/28/24 10.18 Amended and Restated Investment Management Agreement, dated as of September 17, 2025 by and between the Company and Arca Investment Management, LLC 8-K 10.3 10/15/25 10.19 Master Custody Service Agreement, dated as of July 16, 2025 by and between the Company and Anchorage Digital Bank, N.A. S-1/A 10.21 07/25/25 10.20 Securities Purchase Agreement, dated as of October 10, 2025, between ENDRA Life Sciences Inc. and the purchasers party thereto 8-K 10.1 10/15/25 10.21 Form of Registration Rights Agreement by and between ENDRA Life Sciences Inc. and the purchasers party thereto 8-K 10.2 10/15/25 19.1 ENDRA Life Sciences Inc. Insider Trading Policy 10-K 19.1 03/31/25 21.1 Subsidiaries of the Company 10-K 21.1 03/30/22 23.1 Consent of RBSM LLP, Independent Registered Public Accounting Firm (with respect to Forms S-3) x 23.2 Consent of RBSM LLP, Independent Registered Public Accounting Firm (with respect to Forms S-8) x 24.1 Power of Attorney (included on signature page) x 31.1 Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 x 31.2 Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 x 32.1 Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 x 97 Incentive-Based Compensation Recovery Policy 10-K 97 03/28/24 101.INS Inline XBRL Instance Document x 101.SCH Inline XBRL Taxonomy Extension Schema Document x 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document x 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document x 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document x 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document x 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Indicates management compensatory plan, contract or arrangement. Item 16. Form 10-K Summary None. 61 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ENDRA Life Sciences Inc. Dated: March 31, 2026 By: /s/ Alexander Tokman Alexander Tokman Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) POWER OF ATTORNEY AND SIGNATURES We, the undersigned officers and directors of ENDRA Life Sciences Inc., hereby severally constitute and appoint each of Alexander Tokman and Richard Jacroux our true and lawful attorney, with full power to him to sign for us and in our names in the capacities indicated below, any amendments to this Annual Report on Form 10-K, and generally to do all things in our names and on our behalf in such capacities to enable ENDRA Life Sciences Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all the requirements of the Securities Exchange Commission. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ Alexander Tokman Chief Executive Officer and March 31, 2026 Alexander Tokman Chairman of the Board of Directors (Principal Executive Officer) /s/ Richard Jacroux Chief Financial Officer (Principal March 31, 2026 Richard Jacroux Financial and Accounting Officer) /s/ Louis J. Basenese Director March 31, 2026 Louis J. Basenese /s/ Anthony DiGiandomenico Director March 31, 2026 Anthony DiGiandomenico /s/ Michael Harsh Director March 31, 2026 Michael Harsh 62