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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 125 added, 66 removed, 384 unchanged (33% of the section changed)

22 unchanged sentences

10,000 shares authorized;

17.488 and 17.488 shares issued and outstanding, respectively

17,488 and 17,488 shares

issued and outstanding, respectively

Series B Convertible Preferred Stock, $ 0.0001 par value;

1,000 shares authorized;

no shares issued and outstanding

no shares issued and

Series C Preferred Stock, $ 0.0001 par value;

3 unchanged sentences

20,000,000 shares authorized;

562,213 and 536,908 shares issued and outstanding, respectively

752,390 and 536,908 shares issued and

outstanding, respectively

Additional paid in capital

7 unchanged sentences

ENDRA Life Sciences Inc.

Condensed Consolidated Statements of Operations

Condensed Consolidated Statement of Operations

Three Months Ended

Six Months Ended

Operating Expenses

6 unchanged sentences

( 2,230,853 )

Other Expenses

( 2,770,372 )

( 5,011,394 )

Other Income (Expenses)

Other income (expense)

Warrant expense

Changes in fair value of warrant liability

Gain or Loss on settlement of warrant exercise

Total other expenses

2 unchanged sentences

( 2,229,153 )

( 2,262,242 )

( 5,004,853 )

Provision for income taxes

1 unchanged sentence

$ ( 2,229,153 )

$ ( 2,262,242 )

$ ( 5,004,853 )

Net loss per share – basic and diluted

Weighted average common shares – basic and diluted

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these financial statements.

ENDRA Life Sciences Inc.

Condensed Consolidated Statements of Stockholders’ Equity

Three Months Ended March 31, 2024

Six Months Ended June 30,2024

Series A Convertible

8 unchanged sentences

Common stock issued for warrant exercise

Fair value of vested common stock for services

Common stock issued for cashless warrant exercise

Fair value of vested common stock

Fair value of vested stock options

Stock payable toward preference dividend

Stock payable towards preference dividend

( 5,004,853 )

Balance as of March 31, 2024

Balance as of June 30,2024

$ 105,928,916

Three Months Ended March 31, 2025

$ ( 96,935,005 )

Six Months Ended June 30,2025

Series A Convertible

6 unchanged sentences

$ ( 103,438,099 )

Fair value of vested common stock

Common stock issued for cash

Fair value of vested stock options

Fair value of vested restricted stock units

( 2,262,242 )

Balance as of June 30,2025

$ 107,173,418

$ ( 105,700,341 )

Three Months Ended June 30,2024

Series A Convertible

Series B Convertible

Preferred Stock

Stockholders'

Balance as of March 31, 2024

$ ( 94,705,852 )

Preferred stock conversion to common stock

Common stock issued for cash

Common stock issued for warrant exercise

Common stock issued for cashless warrant exercise

Fair value of vested stock options

Stock payable towards preference dividend

1 unchanged sentence

( 2,229,153 )

Balance as of June 30,2024

$ 105,928,916

$ ( 96,935,005 )

Three Months Ended June 30,2025

Series A Convertible

Series B Convertible

Preferred Stock

Stockholders'

Balance as of March 31, 2025

1 unchanged sentence

$ ( 104,474,429 )

Preferred stock conversion to common stock

Common stock issued for cash

Fair value of vested stock options

Fair value of vested restricted stock units

( 1,225,912 )

Balance as of June 30,2025

$ 107,173,418

$ ( 105,700,341 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Cash Flows from Operating Activities

27 unchanged sentences

( 1,420,906 )

( 1,699,206 )

Cash, beginning of period

10 unchanged sentences

Notes to Condensed Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

For the six months ended June 30, 2025 and 2024

Note 1 - Nature of the Business

ENDRA Life Sciences Inc.

(“ENDRA” or the “Company”) has developed and is continuing to develop technology for characterizing tissue non-invasively, at the point of patient care, to broaden patient access to the safe diagnosis and treatment of a number of significant medical conditions in circumstances where expensive X-ray computed tomography (“CT”), magnetic resonance imaging (“MRI”) or other technologies are unavailable or impractical.

(“ENDRA” or the “Company”) is designing a medical device for accurate liver fat measurement for use in metabolic disease detection and management and GLP-1 drug eligibility and management in circumstances where other technologies are unavailable or impractical.

ENDRA was incorporated on July 18, 2007 as a Delaware corporation.

12 unchanged sentences

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The balance sheet at March 31, 2025 has been derived from the audited financial statements at that date.

Operating results for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The balance sheet at June 30, 2025 has been derived from the audited financial statements at that date.

For further information, refer to the financial statements and footnotes thereto included in the Company’s annual financial statements for the twelve months ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2025.

9 unchanged sentences

The Company periodically determines whether a reserve should be taken for devaluation or obsolescence of inventory.

The Company assessed its inventory at March 31, 2025 and the reserve remained at 100 % of the inventory.

As of March 31, 2025 and December 31, 2024, the Company had recorded reserves of $ 2,525,179 .

As of March 31, 2025 and December 31, 2024, the Company had inventory valued at $ 0 .

The Company assessed its inventory at June 30, 2025 and the reserve remained at 100 % of the inventory.

As of June 30, 2025 and December 31, 2024, the Company had recorded reserves of $ 0 and $ 2,525,179 , respectively.

As of June 30, 2025 and December 31, 2024, the Company had inventory valued at $ 0 .

Capitalization of Fixed Assets

7 unchanged sentences

A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements.

At March 31, 2025 and December 31, 2024 the Company recorded a right of use asset of $ 546,216 and $ 578,013 , respectively.

At March 31, 2025 and December 31, 2024 the Company recorded a lease liability of $ 587,303 and $ 584,419 , respectively.

At June 30, 2025 and December 31, 2024 the Company recorded a right of use asset of $ 519,966 and $ 578,013 , respectively.

At June 30, 2025 and December 31, 2024 the Company recorded a lease liability of $ 557,492 and $ 584,419 , respectively.

Revenue Recognition

6 unchanged sentences

Research and development costs are charged to the statement of operations as incurred.

During the three months ended March 31, 2025 and 2024, the Company incurred $ 528,685 and $ 1,041,526 of expenses related to research and development costs, respectively.

During the three months ended June 30, 2025 and 2024, the Company incurred $ 381,061 and $ 716,366 of expenses related to research and development costs, respectively.

During the six months ended June 30, 2025 and 2024, the Company incurred $ 909,746 and $ 1,757,892 of expenses related to research and development costs, respectively.

Net Earnings (Loss) Per Common Share

2 unchanged sentences

Diluted loss per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on net loss per share is anti-dilutive.

There were 180,983 and 180,986 potentially dilutive shares, which include outstanding common stock options, and warrants, as of March 31, 2025 and December 31, 2024, respectively.

There were 342,501 and 180,986 potentially dilutive shares, which include outstanding common stock options, and warrants, as of June 30, 2025 and December 31, 2024, respectively.

Options to purchase common stock

1 unchanged sentence

Shares issuable upon conversion of Series A Convertible Preferred Stock

Restricted Stock Units

Potential equivalent shares excluded

26 unchanged sentences

GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company has limited commercial experience and had a cumulative net loss from inception to March 31, 2025 of $ 104,474,429 .

The Company had working capital of $ 1,614,421 as of March 31, 2025.

The Company has limited commercial experience and had a cumulative net loss from inception to June 30, 2025 of $ 105,700,341 .

The Company had working capital of $ 1,276,246 as of June 30, 2025.

The Company has not established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern and will require additional financing to fund its future planned operations, including research and development and commercialization of its products.

These matters raise substantial doubt about the Company’s ability to continue as going concern.

The accompanying financial statements for the three months ended March 31, 2025 have been prepared assuming the Company will continue as a going concern, but the ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable.

The accompanying financial statements for the six months ended June 30, 2025 have been prepared assuming the Company will continue as a going concern, but the ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable.

Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing.

6 unchanged sentences

Note 3 - Inventory

As of March 31, 2025 and December 31, 2024, inventory consisted of raw materials, subassemblies to be used in the assembly of TAEUS systems, and finished goods.

As of March 31, 2025, the Company had no orders pending for the sale of a TAEUS system.

As of March 31, 2025 and December 31, 2024, the Company had recorded reserves of $ 2,525,179 .

As of March 31, 2025 and December 31, 2024, the Company had inventory valued at $ 0 .

As of June 30, 2025 and December 31, 2024, inventory consisted of raw materials, subassemblies to be used in the assembly of TAEUS systems, and finished goods.

As of June 30, 2025, the Company had no orders pending for the sale of a TAEUS system.

As of June 30, 2025 and December 31, 2024, the Company had recorded reserves of $ 0 and $ 2,525,179 , respectively.

As of June 30, 2025 and December 31, 2024, the Company had inventory valued at $ 0 .

Note 4 - Fixed Assets

As of March 31, 2025 and December 31, 2024, fixed assets consisted of the following:

As of June 30, 2025 and December 31, 2024, fixed assets consisted of the following:

Property, leasehold and capitalized software

2 unchanged sentences

Fixed assets, net

Depreciation expense for the three months ended March 31, 2025 and March 31, 2024 was $ 13,786 and $ 15,300 , respectively.

Depreciation expense for the six months ended June 30, 2025 and June 30, 2024 was $ 23,142 and $ 23,993 , respectively.

Note 5 - Accounts Payable and Accrued Liabilities

As of March 31, 2025 and December 31, 2024, current liabilities consisted of the following:

As of June 30, 2025 and December 31, 2024, current liabilities consisted of the following:

Accounts payable

4 unchanged sentences

Toronto-Dominion Bank Loan

On April 27, 2020, the Company entered into a commitment loan with TD Bank under the Canadian Emergency Business Account, in the principal aggregate amount of CAD 40,000 , due and payable upon the expiration of the initial term mon December 31, 2022 which was later extended to December 31, 2023 .

On April 27, 2020, the Company entered into a commitment loan with TD Bank under the Canadian Emergency Business Account, in the principal aggregate amount of CAD 40,000 , due and payable upon the expiration of the initial term on December 31, 2022 which was later extended to December 31, 2023 .

This note bears interest on the unpaid balance at the rate of zero percent ( 0 %) per annum during the initial term.

4 unchanged sentences

Capital Stock

At March 31, 2025, the authorized capital of the Company consisted of 30,000,000 shares of capital stock, comprised of 20,000,000 shares of common stock with a par value of $ 0.0001 per share, and 10,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

At June 30, 2025, the authorized capital of the Company consisted of 30,000,000 shares of capital stock, comprised of 20,000,000 shares of common stock with a par value of $ 0.0001 per share, and 10,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

The Company has designated 10,000 shares of its preferred stock as Series A Convertible Preferred Stock (“Series A Preferred Stock”), 1,000 shares of its preferred stock as Series B Convertible Preferred Stock (“Series B Preferred Stock”), 100,000 shares of its preferred stock as Series C Preferred Stock, and the remainder of the 9,889,000 preferred shares remain authorized but undesignated.

As of March 31, 2025, there were 562,213 shares of common stock outstanding (which excludes 69 unvested shares of restricted stock described in Note 8 below and 24,695 shares issued by the Company pursuant to the February 2024 ATM Agreement (as defined below) and includes the conversion of Series A Preferred Stock into 1 share of common stock and 12,857 shares of common stock due to exercise of warrants), 17.488 shares of Series A Preferred Stock, and no shares of Series B Preferred Stock or Series C Preferred Stock issued and outstanding, and a stock payable balance of $ 0 .

During the three months ended March 31, 2025, the Company issued a total of 25,305 shares of its common stock under the February 2024 ATM Agreement in return for aggregate net proceeds of $ 145,803 , which takes into account $ 4,641 in compensation paid to Ascendiant Capital Markets, LLC (“Ascendiant”) in its role as Sales Agent under the February 2024 ATM Agreement.

As of June 30, 2025, there were 752,390 shares of common stock outstanding (which excludes 69 unvested shares of restricted stock described in Note 8 below and 34,518 shares issued by the Company pursuant to the February 2024 ATM Agreement (as defined below) and includes the conversion of Series A Preferred Stock into 1 share of common stock and 12,857 shares of common stock due to exercise of warrants), 17.488 shares of Series A Preferred Stock, and no shares of Series B Preferred Stock or Series C Preferred Stock issued and outstanding, and a stock payable balance of $ 0 .

During the six months ended June 30, 2025, the Company issued a total of 215,482 shares of its common stock under the February 2024 ATM Agreement in return for aggregate net proceeds of $ 1,003,197 , which takes into account $ 31,239 in compensation paid to Ascendiant Capital Markets, LLC (“Ascendiant”) in its role as Sales Agent under the February 2024 ATM Agreement.

At-the-Market Equity Offering Programs

On February 14, 2024, the Company entered into a new At-The-Market Issuance Sales Agreement with Ascendiant (the “February 2024 ATM Agreement”) to sell shares of common stock for aggregate gross proceeds of up to $6.2 million, which replaced the Company’s prior At-The-Market Issuance Sales Agreement .

Under the February 2024 ATM Agreement, as of March 31, 2025, the Company has issued a total of 25,305 shares of its common stock in return for aggregate net proceeds of $ 145,803 , resulting in $ 4,641 of compensation paid to Ascendiant.

Under the February 2024 ATM Agreement, as of June 30, 2025, the Company has issued a total of 215,482 shares of its common stock in return for aggregate net proceeds of $ 1,003,218 , resulting in $ 31,239 of compensation paid to Ascendiant.

Reverse Stock Split

5 unchanged sentences

The August 2024 Reverse Stock Split and the November 2024 Reverse Stock Split resulted in a proportionate adjustment to the per share conversion or exercise price and the number of shares of common stock issuable upon the conversion or exercise of outstanding preferred stock, stock options and warrants, as well as the number of shares of common stock eligible for issuance under the Omnibus Plan.

Note 8 - Common Stock Options and Restricted Stock

Note 8 - Common Stock Options , Restricted Stock Units and Restricted Stock

Common Stock Options

Stock options are awarded to the Company’s employees, consultants and non-employee members of the board of directors under the Omnibus Plan and are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant.

There were no issuances of stock options in the quarter ended March 31, 2025.

A summary of option activity under the Company’s Omnibus Plan as of March 31, 2025, and changes during the quarter then ended, is presented below:

There were no issuances of stock options in the quarter ended June 30, 2025.

A summary of option activity under the Company’s Omnibus Plan as of June 30, 2025, and changes during the quarter then ended, is presented below:

Balance outstanding at December 31, 2024

Cancelled or expired

Balance outstanding at March 31, 2025

Exercisable at March 31, 2025

Balance outstanding at June 30, 2025

Exercisable at June 30, 2025

Restricted Stock Units

On June 11, 2025, the Company granted a total of 161,527 restricted stock units ("RSUs") under its Omnibus Plan.

The fair value per share (closing stock price) was $ 3.37 .

The grants included both standard RSUs issued to members of the Board of Directors and performance-based RSUs ("PBRSUs") issued to employees.

The PBRSUs are subject to both service and performance vesting conditions.

During the three months ended June 30, 2025, the Company recognized $ 39,530 in stock-based compensation expense related to these RSU and PBRSU grants.

This expense is included in total operating expenses in the condensed consolidated statements of operations.

Unrecognized stock-based compensation expense related to these RSUs will be recognized over the remaining vesting period, which is one year for standard RSUs and subject to performance conditions for PBRSUs.

As of June 30, 2025, the total compensation expense to be recognized in future periods is $ 504,816 over the next two years.

Restricted Common Stock

6 unchanged sentences

No services were provided by PatentVest, Inc.

in the quarter ended March 31, 2025.

in the period ended June 30, 2025.

Note 9 - Common Stock Warrants

9 unchanged sentences

The warrants expire November 2, 2026 .

During the three months ended March 31, 2025, no warrants were exercised.

The following table summarizes all warrant activity of the Company for the three months ended March 31, 2025:

During the six months ended June 30, 2025, no warrants were exercised.

The following table summarizes all warrant activity of the Company for the six months ended June 30, 2025:

Balance outstanding at December 31, 2024

Balance outstanding at March 31, 2025

Exercisable at March 31, 2025

Balance outstanding at June 30, 2025

Exercisable at June 30, 2025

Common Stock Warrants

In June 2024, as part of a registered offering, the Company issued 178,255 Series A Warrants and 178,255 Series B Warrants.

The Company accounts for the 356,510 warrants, in the aggregate, in accordance with the guidance in ASC 815 “Derivative and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability.

As described above in this Note 9, the Company issued 178,255 Series A Warrants and 178,255 Series B Warrants.

In 2024, most of the Series B warrants were exercised.

The Company accounts for these warrants, in the aggregate, in accordance with the guidance in ASC 815 “Derivative and Hedging” whereby under that provision the warrants do not meet the criteria for equity treatment and must be recorded as a liability.

Accordingly, the Company classified the warrant instruments as a liability at fair value and adjusts the instruments to fair value each period.

This liability will be re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations.

During the three months ended March 31, 2025, the Company recognized income from the change in fair value of warrant liability of $ 408,562 in the statement of operations.

As of March 31, 2025, the Company recognized $ 390,722 as a warrant liability.

During the three and six months ended June 30, 2025, the Company recognized a gain for the change in fair value of warrant liability of $ 62,112 and $ 470,674 , respectively, in the statement of operations.

As of June 30, 2025, the Company recognized $ 328,610 of warrant liability.

Recurring Fair Value Measurements

5 unchanged sentences

The warrant liability was valued based on the following inputs for the Series A and Series B Warrants, respectively:

March 31, 2025

June 30, 2025

December 31, 2024

11 unchanged sentences

The Company’s Chief Financial Officer works in a part-time capacity for the Company through Impact Solutions.

In the first quarter of 2025, Impact Solutions and IS Bookkeeping & Payroll provided services to the Company totaling $ 35,926 and $ 13,260 , respectively.

For the three month periods ended June 30, 2025 and June 30, 2024, Impact Solutions and IS Bookkeeping & Payroll provided services to the Company totaling $ 27,121 and $ 5,925 , respectively.

For the six month periods ended June 30, 2025 and June 30, 2024, Impact Solution and IS Bookkeeping & Payroll provided services to the Company totaling $ 63,097 and $ 19,185 , respectively.

Note 11 - Commitments and Contingencies

6 unchanged sentences

therefore, the Company uses its estimated incremental borrowing rate at the time of lease commencement to discount the present value of lease payments.

The Company’s discount rate for operating leases at March 31, 2025 was 10 %.

The Company’s discount rate for operating leases at June 30, 2025 was 10 %.

Lease expense is recognized on a straight-line basis over the lease term to the extent that collection is considered probable.

1 unchanged sentence

The weighted-average remaining lease term is 3.67 years.

As of March 31, 2025, the maturities of operating lease liabilities are as follows:

As of June 30, 2025, the maturities of operating lease liabilities are as follows:

2026 and beyond

3 unchanged sentences

Long-term lease obligations

For the three months ended March 31, 2025 and 2024, the Company incurred rent expenses of $ 51,733 and $ 54,839 , respectively.

For the six months ended June 30, 2025 and 2024, the Company incurred rent expenses of $ 89,127 and $ 109,608 , respectively.

Employment and Consulting Agreements

32 unchanged sentences

Jacroux receives a base monthly fee of $ 8,650 plus expenses in respect of his services to the Company.

The Company’s needs have typically required more than the base fee, averaging $11,975 a month for the three months ending March 31, 2025 .

The Company’s needs have typically required more than the base fee, averaging $9,040 a month for the three months ending June 30, 2025 and $10,517 a month for the six months ending June 30, 2025 .

From time to time the Company may become a party to litigation in the normal course of business.

As of March 31, 2025, there were no legal matters that management believes would have a material effect on the Company’s financial position or results of operations.

As of June 30, 2025, there were no legal matters that management believes would have a material effect on the Company’s financial position or results of operations.

Note 12– Segment Reporting

12 unchanged sentences

Monitoring budgeted versus actual results is used in assessing performance of the segment and in establishing management’s compensation, along with cash forecast models.

The table below summarizes the significant expense categories regularly reviewed by the CODM for the three months ended March 31, 2025, and 2024:

The table below summarizes the significant expense categories regularly reviewed by the CODM for the six months ended June 30, 2025, and 2024:

Operating Expenses

Three Months Ended March 31, 2025

Three Months Ended March 31, 2024

Research and development

15 unchanged sentences

Note 13– Subsequent Events

The Company has assessed operations through, May 15, 2025, the filing date of this Quarterly Report on Form 10-Q and determined that there were no material subsequent events requiring adjustment to, or disclosure in, our consolidated financial statements for the three months ended March 31, 2025, other than the following:

The Company has assessed operations through, August 14, 2025, the filing date of this Quarterly Report on Form 10-Q, and determined that there were no material subsequent events requiring adjustment to, or disclosure in, our consolidated financial statements for the six months ended June 30, 2025, other than the following:

Issuance of Shares

1 unchanged sentence

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-Q

Item 1. Financial Statements