What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-28 · 157 added, 116 removed, 341 unchanged (44% of the section changed)

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Changes in Internal Control of Financial Reporting

During the quarter ended December 31, 2023, 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.

During the three months ended December 31, 2024, 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.

Other Information.

Not applicable.

During the three months ended December 31, 2024, 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Our officers are appointed by, and serve at the pleasure of, the board of directors.

Francois Michelon

Chief Executive Officer and Chairman

Alexander Tokman

Acting Chief Executive Officer and Chairman

Michael Thornton

Chief Technology Officer

Irina Pestrikova

Senior Director, Finance

Richard Jacroux

Chief Financial Officer

Anthony DiGiandomenico

Michael Harsh

Alexander Tokman

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.

Francois Michelon joined ENDRA as Chief Executive Officer and Chairman of our board of directors in 2015.

He has over 20 years of healthcare technology experience in general management, operations, strategy and marketing across the diagnostic imaging, surgical instrument and dental sectors.

From 2012 to 2014, Mr.

Michelon served as Vice President of Global Marketing for the 3i division of Biomet, Inc.

(now Zimmer Biomet Holdings, Inc.), a provider of oral reconstruction technologies, where he was responsible for the upstream and downstream development of the division’s global portfolio.

From 2004 to 2011, Mr.

Michelon served as Group Director of Global Services and Visualization for Smith & Nephew plc’s Advanced Surgical Devices division, where he led in the B2B service and capital equipment sectors and had responsibility over the financial performance of these as well.

From 1997 to 2004, Mr.

Michelon worked at GE Healthcare in a variety of global upstream and downstream marketing roles.

Michelon received an MBA from Carnegie-Mellon University and a BA in Economics from the University of Chicago.

He has also earned his Six Sigma Black Belt certification.

Michelon’s extensive industry and executive experience and his intimate understanding of our business as our Chief Executive Officer position him well to serve as a member of our Board of Directors.

Alexander Tokman joined ENDRA’s Board of Directors in 2008 and was appointed as the Company’s acting Chief Executive Officer and Chairman of the Board of Directors on August 13, 2024.

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 acting 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).

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.

Tokman received both undergraduate and graduate Engineering degrees from the University of Massachusetts.

Michael Thornton joined ENDRA as Chief Operating Officer in 2007 and became our Chief Technology Officer in 2008 and has served in that role since.

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Thornton also holds a BASc in Electrical Engineering from the University of Toronto and is a member of the American Association of Physicists in Medicine.

Irina Pestrikova joined ENDRA as Senior Director, Finance in June 2021.

From 2014 to 2021, Ms.

Pestrikova was the Director of Operations of Wells Compliance Group.

Wells Compliance Group is a technology-based services firm supporting the financial reporting needs of publicly traded companies and privately held firms whose investor or shareholder base requires timely GAAP-compliant financial reporting.

In her role as Director of Operations, Ms.

Pestrikova provided accounting and bookkeeping services to a number of public companies, including ENDRA.

Pestrikova has also been the Director of Finance & Operations of Atlas Bookkeeping, Inc., a provider of financial reporting, modeling and analysis, since 2020.

She holds an MBA in Finance from Pepperdine University.

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.

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.

Jacroux received a BA in business administration and accounting from the University of Washington, and an MBA from the Kellogg School of Management.

Basenese joined our Board of Directors in April 2020.

Basenese is the President, Chief Market Strategist at Public Ventures, LLC, a registered broker-dealer, Member FINRA/SIPC.

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.

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Additionally, Mr.

Harsh is a member of the boards of directors of Magnetic Insights, Imagion Biosystems (ASX:

IBX.AX), and EmOpti, Inc., 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 Compute Health Acquisition Corp.

until its merger with Allurion Technologies and 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.

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.

Harsh is a graduate of Marquette University, where he earned a bachelor’s degree in Electrical Engineering.

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Harsh’s extensive industry, executive and board experience position him well to serve on our Board of Directors.

Alexander Tokman joined our Board of Directors in 2008.

He currently serves as a President of iUNU, a privately held AI/Computer Vision SaaS company and recently was a CEO-in-Residence at the Allen Institute for Artificial Intelligence (AI2), from 2019 to 2020.

Tokman also serves as an independent board director for Izotropic Corporation (CSE:

IZO), a company commercializing a dedicated breast CT imaging platform, and on the board of the American Academy of Thermography, a non-profit organization focused on bringing novel infrared imaging applications for disease diagnosis.

Tokman served as President, Chief Executive Officer, and a director of Microvision, Inc., a publicly traded laser beam scanning display and imaging company, from January 2006 to December 2017.

Previously, Mr.

Tokman completed a 10+ year tenure as an executive with GE Healthcare, where he led several global businesses, the latest being its Global Molecular Imaging and Radiopharmacy multi-technology business unit, of which he was General Manager from 2003 to 2005.

Between 1995 and 2003, Mr.

Tokman served in various leadership roles at GE Healthcare, where he led the definition and successful commercialization of several product segments, including PET/CT.

Tokman is a certified Six Sigma and Design for Six Sigma (DFSS) Black Belt and Master Black Belt and as one of General Electric Company’s Six Sigma pioneers, he drove the quality culture change across GE Healthcare in the late 1990s.

From 1989 to 1995, Mr.

Tokman served as development programs lead and a head of Industry and Regional Development at Tracor Applied Sciences (BAE Systems).

Tokman has both an MS and BS in Electrical Engineering from the University of Massachusetts, Dartmouth.

Tokman’s industry expertise and significant executive leadership and director experience position him well to make valuable contributions to our Board of Directors.

Board Independence

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Basenese, Mr.

DiGiandomenico, Mr.

Harsh and Mr.

Tokman is an independent director within the meaning of the director independence standards of The Nasdaq Stock Market (“Nasdaq”).

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.

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Basenese, Mr.

DiGiandomenico, Mr.

Harsh and Mr.

Tokman, each of whom is a non-employee director as defined in Rule 16b-3 of the Exchange Act.

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.

Tokman serves as Chairperson of the Compensation Committee.

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.

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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 2024, other than Form 4 reports filed by each of Alexander Tokman, Anthony DiGiandomenico, Lou Basenese and Michael Harsh for reporting a grant of stock options on January 2, 2024, which were filed on February 23, 2024.

Code of Business Conduct and Ethics

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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, 2024.

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

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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 stock options.

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.

The following table sets forth information concerning the compensation earned by the individual that served as our principal executive officer during 2023 and our two most highly compensated executive officers other than the individual who served as our principal executive officer during 2023 (collectively, the “named executive officers”):

The following table sets forth information concerning the compensation earned by the individual that served as our principal executive officer during 2024, our two most highly compensated executive officers other than the individual who served as our principal executive officer during 2024, 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”):

2024 Summary Compensation Table

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All Other Compensation ($)(2)

Alexander Tokman

Acting Chief Executive Officer (since August 13, 2024)

Francois Michelon

Chief Executive Officer

Former Chief Executive Officer (until August 12, 2024)

Michael Thornton (5)

Chief Technology Officer

Richard Jacroux

Chief Financial Officer (since August 8, 2024)

Irina Pestrikova

Senior Director, Finance

Former Senior Director, Finance (until August 8, 2024)

______________

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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.

Represents insurance premiums paid by the Company with respect to life insurance for the benefit of the named executive officer.

In consideration of the Company’s limited resources, in September 2023, Mr.

Michelon and Mr.

Thornton each agreed to a 30% reduction in each of their base salaries received for the remainder of 2023 in order to preserve cash for the Company’s operations.

Represents insurance premiums paid by the Company with respect to life insurance for the benefit of the named executive officer, unless footnoted otherwise.

Prior to appointment as Acting 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.

Comprised of severance payments and continued healthcare coverage to Mr.

See “Employment Agreements and Change of Control Arrangements” for more details on Mr.

Michelon’s severance.

Thornton is paid in Canadian Dollars.

This figure is calculated using an average exchange rate of 1.3702 Canadian Dollars to US Dollars.

The Company contracts with Impact Solve, LLC (dba Impact Solutions) for Mr.

Jacroux’s services.

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.

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”).

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.

Tokman is also eligible for an annual cash bonus based upon the achievement of performance-based objectives established by the Board of Directors.

Tokman’s employment is terminated by the Company without cause (as defined in the Omnibus Plan), if Mr.

Tokman resigns for good reason (as defined in the Employment Agreement), or if Mr.

Tokman’s employment ends following the hiring no later than February 13, 2026 of a replacement chief executive officer whom Mr.

Tokman assists in recruiting, Mr.

Tokman will be entitled to receive, subject to his execution of a standard release agreement, 12 months’ continuation of his current base salary and a lump sum payment equal to 12 months of continued healthcare coverage (or 24 months’ continuation of his current base salary and a lump sum payment equal to 24 months of continued healthcare coverage if such termination occurs within one year following a change in control).

Additionally, under the Employment Agreement, Mr.

Tokman is eligible to receive benefits that are substantially similar to those of the Company’s other senior executive officers.

Francois Michelon .

Effective May 12, 2017, the Company entered into an amended and restated employment agreement with Francois Michelon, our Chief Executive Officer and Chairman of the Board of Directors, which agreement was amended on December 27, 2019.

On August 13, 2024, Mr Michelon stepped down as the Company’s Chief Executive Officer.

He and the Company entered into an Separation Agreement and Release, pursuant to which Mr.

Michelon was entitled to a single cash payment of 4 months’ continuation of his then-current base salary and accrued vacation time, which was equal to $100,000, and up to 12 months of continued healthcare coverage, which ended in March 2025 and totaled $11,937, in consideration for a release of any and all claims he may have against the Company, its affiliates, and their respective representatives and other related parties.

Prior to that date, effective May 12, 2017, the Company entered into an amended and restated employment agreement with Francois Michelon, to be the Company’s Chief Executive Officer, which agreement was amended on December 27, 2019.

Michelon’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.

Michelon receives an annual base salary that is subject to adjustment at the Board of Directors’ discretion.

Michelon received an annual base salary that is subject to adjustment at the Board of Directors’ discretion.

Effective January 1, 2022, the Compensation Committee increased Mr.

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Michelon agreed to a 30% reduction of his base salary received for the remainder of 2023 in order to preserve cash for the Company’s operations.

Michelon is also eligible for an annual cash bonus based upon the achievement of performance-based objectives established by the Board of Directors.

Michelon’s employment is terminated by the Company without cause (as defined in the 2016 Plan) or if Mr.

Michelon resigns for good reason (as defined in the employment agreement), Mr.

Michelon will be entitled to receive, subject to his execution of a standard release agreement, 12 months’ continuation of his current base salary and a lump sum payment equal to 12 months of continued healthcare coverage (or 24 months’ continuation of his current base salary and a lump sum payment equal to 24 months of continued healthcare coverage if such termination occurs within one year following a change in control).

Under his employment agreement, Mr.

Michelon is eligible to receive benefits that are substantially similar to those of the Company’s other senior executive officers.

Michelon was also eligible for an annual cash bonus based upon the achievement of performance-based objectives established by the Board of Directors.

Michelon’s employment was terminated by the Company without cause (as defined in the 2016 Plan) or if Mr.

Michelon resigned for good reason (as defined in the employment agreement), Mr.

Michelon would be entitled to receive, subject to his execution of a standard release agreement, 12 months’ continuation of his current base salary and a lump sum payment equal to 12 months of continued healthcare coverage (or 24 months’ continuation of his current base salary and a lump sum payment equal to 24 months of continued healthcare coverage if such termination occurs within one year following a change in control).

Michael Thornton .

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Thornton is eligible to receive benefits that are substantially similar to those of the Company’s other senior executive officers.

Richard Jacroux .

Effective August 8, 2024, Mr.

Jacroux was appointed as Chief Financial Officer by the Board.

Jacroux works in a part-time capacity for the Company through Impact Solve, LLC (dba Impact Solutions) an accounting and chief financial officer service firm.

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.

Irina Pestrikova .

Pestrikova is employed by the Company pursuant to an Offer Letter by and between the Company and Ms.

On August 8, 2024, Ms.

Pestrikova stepped down as Senior Director, Finance, but continued to provide services from time-to-time for the Company to assist with the transition.

Prior to that, Ms.

Pestrikova was employed by the Company pursuant to an Offer Letter by and between the Company and Ms.

Pestrikova, dated as of June 9, 2021.

Pestrikova’s employment is “at will” and may be terminated by the Company at any time and for any reason.

Effective as of December 31, 2023, Ms.

Pestrikova’s annual salary was set by the Board at $185,000.

Pestrikova’s employment was “at will” and may have been terminated by the Company at any time and for any reason.

Pestrikova’s annual salary had been set by the Board at $185,000.

Per the terms of her offer letter, Ms.

Pestrikova is eligible to receive employee benefits plans including medical, dental, vision, and 401(k) plans.

Additionally, our named executive officers are eligible to participate in our health and welfare programs and 401(k) plan, and other benefit programs on the same basis as other employees.

Pestrikova was eligible to receive employee benefits plans including medical, dental, vision, and 401(k) plans.

Additionally, our executive officers (except for Mr.

Jacroux) are eligible to participate in our health and welfare programs and 401(k) plan, and other benefit programs on the same basis as other employees.

Outstanding Equity Awards at 2024 Fiscal Year End

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Unexercisable

Alexander Tokman

Acting Chief Financial Officer

Francois Michelon

Chief Executive Officer

Former Chief Executive Officer (until August 13, 2024)

Michael Thornton

Chief Technology Officer

Richard Jacroux

Chief Financial Officer

Irina Pestrikova

Senior Director, Finance

Former Senior Director, Finance (until August 8, 2024)

Represents unvested portion of stock option award which vests in three equal annual installments beginning on April 5, 2022.

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Represents unvested portion of stock option award which vests in three equal annual installments beginning on February 5, 2022.

Represents unvested portion of stock option award which vests in three equal annual installments beginning on June 18, 2022.

Equity Compensation Plan Table

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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.

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, 2024:

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Michael Harsh

Alexander Tokman

Louis Basenese

In January 2024, members of the Board were awarded their 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 0.3429 shares with a per share exercise price of $2,782.50.

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.

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Michael Harsh

Alexander Tokman

In addition to annual awards granted pursuant to the Compensation Policy, in 2023 the Company awarded each director additional stock options in order to realign the incentive nature of the Company’s equity compensation with the price of the Company’s common stock.

Represent fees paid for consulting services pursuant to that certain Consulting Agreement, dated October 17, 2023, between the

Company and Mr.

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 2024, 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.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.

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Alexander Tokman

Richard Jacroux

All directors and executive officers as a group (6 persons)

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* Less than one percent.

Consists of 4,860 shares of common stock, 103,262 shares of common stock issuable upon the exercise of options that are presently exercisable or becoming exercisable within 60 days of March 24, 2024 and 107 shares of common stock issuable upon the exercise of restricted warrants.

Consists of 34,139 shares of common stock, 100,770 shares of common stock issuable upon the exercise of options that are presently exercisable or becoming exercisable within 60 days of March 24, 2024 and 1,213 shares of common stock issuable upon the exercise of restricted warrants.

Consists of 3 share of common stock, 63 shares of common stock issuable upon the exercise of options that are presently exercisable within 60 days of March 24, 2025

Consists of 20 shares of common stock, 79 shares of common stock issuable upon the exercise of options that are presently exercisable or becoming exercisable within 60 days of March 24, 2025.

Consists of 5 shares of common stock issuable upon the exercise of options that are presently exercisable or becoming exercisable within 60 days of March 24, 2025.

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 24, 2025.

Consists of 102,434 shares of common stock, 17,786 shares of common stock issuable upon the exercise of options that are presently exercisable or becoming exercisable within 60 days of March 24, 2024 and 41,667 shares of common stock issuable upon the exercise of restricted warrants.

Consists of 3,457 shares of common stock, 17,810 shares of common stock issuable upon the exercise of options that are presently exercisable or becoming exercisable within 60 days of March 24, 2024 and 303 shares of common stock issuable upon the exercise of restricted warrants.

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 24, 2025.

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 24, 2025.

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 24, 2025.

Shares jointly owned with spouse.

Busch’s address is 300 S.

Tryon St., Suite 1000, Charlotte, NC 28202.

Rivero’s address is 14521 Jockey Circle, N.

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On May 2, 2023, the Company conducted a public offering in which Anthony DiGiandomenico, a director of the Company, purchased 48 shares of the Company’s common stock and 24 warrants at the public offering price, for an aggregate purchase price of approximately $100,000.

On October 17, 2023, the Company entered into a consulting agreement with one of its directors, Alex Tokman, pursuant to which Mr.

Tokman provided commercialization services.

Under the terms of the agreement, Mr.

Tokman was compensated at a rate of $150 per hour for his services.

In 2024, the Company paid Mr.

Tokman $75,000 pursuant to the consulting agreement.

On August 13, 2024, the consulting agreement was terminated when Mr.

Tokman entered into an employment agreement to become the Company’s Chief Executive Officer.

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, owned by Richard Jacroux.

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.

Principal Accountant Fees and Services

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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.

Tax fees include fees (or, for 2023, estimated fees) for professional services rendered for tax compliance, tax advice and tax planning.

Tax fees include fees for professional services rendered for tax compliance, tax advice and tax planning.

Exhibits, Financial Statements and Schedules

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The following is a list of exhibits filed as part of this Annual Report:

Incorporated by Reference

Exhibit Description

Filed Herewith

Fourth Amended and Restated Certificate of Incorporation of the Company

Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation

Incorporation by Reference

Fourth Amended and Restated Certificate of Incorporation of the Company , as amended [Restated for SEC filing purposes only]

Amended and Restated Bylaws of the Company

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Form of Warrant Agency Agreement

Form of Placement Agent Warrant

Form of Series A Warrant

Form of Series B Warrant

Form of Pre-Funded Warrant

Amendment to Series A Warrant

Amendment to Series B Warrant

Description of Securities

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First Amendment to Employment Agreement, dated December 27, 2019, by and between the Company and Francois Michelon*

Separation Agreement and Release, dated as of August 12, 2024, by and between the Company and Francois Michelon*

Amended and Restated Employment Agreement, dated May 12, 2017, by and between the Company and Michael Thornton*

First Amendment to Employment Agreement, dated December 27, 2019, by and between the Company and Michael Thornton*

Collaborative Research Agreement, dated April 22, 2016, by and between the Company and General Electric Company

Amendment to Collaborative Research Agreement, dated April 21, 2017, by and between the Company and General Electric Company

Amendment 2 to Collaborative Research Agreement, dated January 30, 2018, by and between the Company and General Electric Company

Amendment 3 to Collaborative Research Agreement, dated January 13, 2020, by and between the Company and General Electric Company

Amendment 4 to Collaborative Research Agreement, dated December 16, 2020, by and between the Company and General Electric Company

Amendment 5 to Collaborative Research Agreement, dated December 16, 2022, by and between the Company and General Electric Company

Services Agreement, dated March 25, 2024, between the Company and Impact Solve, LLC*

Employment Agreement, dated August 13, 2024, by and between the Company and Alexander Tokman*

Gross Lease, dated January 1, 2015, between the Company and Green Court LLC

1 unchanged sentence

Second Amendment to Lease, dated March 15, 2021, by and between the Company and Green Court LLC

Consulting Agreement, dated October 31, 2017, by and between the Company and StarFish Product Engineering, Inc.

T hird Amendment to Lease, dated December 1, 2024, by and between the Company and Green Court LLC

Consulting Agreement, dated October 17, 2023, by and between the Company and Alexander Tokman*

Offer Letter, dated June 9, 2021, by and between the Company and Irina Pestrikova*

ENDRA Life Sciences Inc.

Insider Trading Policy

Subsidiaries of the Company

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March 31, 2025

/s/ Francois Michelon

Francois Michelon

Chief Executive Officer and Director

/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 Francois Michelon 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.

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.

/s/ Francois Michelon

Chief Executive Officer and Director (Principal Executive Officer)

/s/ Alexander Tokman

Acting Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

March 31, 2025

Francois Michelon

/s/ Irina Pestrikova

Senior Director, Finance (Principal Financial and Accounting Officer)

Alexander Tokman

/s/ Richard Jacroux

Chief Financial Officer (Principal Financial and Accounting Officer)

March 31, 2025

Irina Pestrikova

Richard Jacroux

March 31 2025

5 unchanged sentences

Michael Harsh

/s/ Alexander Tokman

March 28, 2024

Alexander Tokman

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures