ENDRA Life Sciences Inc.

Previous wording

As used in this Quarterly Report on Form 10-Q (this “Form 10-Q”), unless the context otherwise requires, the terms “we,” “us,” “our,” “ENDRA” and the “Company” refer to ENDRA Life Sciences Inc., a Delaware corporation, and its direct and indirect subsidiaries. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our historical financial statements and related notes thereto in this Form 10-Q. This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “would,” “seek,” “intend,” “plan,” “estimate,” “anticipate” or other comparable terms. All statements other than statements of historical facts included in this Form 10-Q, including those regarding our strategies, prospects, financial condition, operations, costs, plans and objectives, are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expectations for revenues, cash flows and financial performance, the anticipated results of our development efforts and the timing for receipt of required regulatory approvals and product launches. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in, or implied by, the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our limited commercial experience, limited cash and history of losses; our ability to obtain adequate financing to fund our business operations in the future; our ability to achieve profitability; our ability to develop a commercially feasible application based on our Thermo-Acoustic Enhanced Ultrasound (“TAEUS”) technology; market acceptance of our technology; uncertainties associated with any future pandemic, including possible effects on our o…

Excerpt shortened here; the source contains the full paragraph.

Current wording

As used in this Quarterly Report on Form 10-Q (this “Form 10-Q”), unless the context otherwise requires, the terms “we,” “us,” “our,” “ENDRA” and the “Company” refer to ENDRA Life Sciences Inc., a Delaware corporation, and its direct and indirect subsidiaries. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our historical financial statements and related notes thereto in this Form 10-Q. This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “could,” “would,” “seek,” “intend,” “plan,” “estimate,” “anticipate” or other comparable terms. All statements other than statements of historical facts included in this Form 10-Q, including those regarding our strategies, prospects, financial condition, operations, costs, plans and objectives, are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expectations for revenues, cash flows and financial performance, the anticipated results of our development efforts and the timing for receipt of required regulatory approvals and product launches. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in, or implied by, the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: expectations regarding our Digital Asset Treasury (“DAT”) strategy and ability to execute such strategy successfully, our limited commercial and DAT experience; limited cash and history of losses; our ability to obtain adequate financing to fund our business operations or DAT strategy in the future; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; regulatory developments related to crypto assets and crypto asset…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

Our business model will primarily be a low barrier-to-entry, multi-year, subscription-based business model with monthly recurring revenue (MRR), while also offering a traditional product sale with annual upgrade and maintenance fees. These sales are expected to be made by a direct sales force to four markets:

Current wording

Our medical device business model will primarily be a low barrier-to-entry, multi-year, subscription-based business model with monthly recurring revenue (MRR), while also offering a traditional product sale with annual upgrade and maintenance fees. These sales are expected to be made by a direct sales force to four markets:

Previous wording

Our Omnibus Plan permits the grant of stock options and other stock awards to our employees, consultants and non-employee members of our board of directors. Each January 1 the pool of shares available for issuance under the Omnibus Plan automatically increases by an amount equal to the lesser of (i) the number of shares necessary such that the aggregate number of shares available under the Omnibus Plan equals 25% of the number of fully-diluted outstanding shares on the increase date (assuming the conversion of all outstanding shares of preferred stock and other outstanding convertible securities and exercise of all outstanding options and warrants to purchase shares) and (ii) if the board of directors takes action to set a lower amount, the amount determined by the board. On January 1, 2025, the pool of shares issuable under the Omnibus Plan automatically increased by 178,033 shares from 1,738 shares to 179,771 shares. As of June 30, 2025, there were 17,978 shares of common stock remaining available for issuance under the Omnibus Plan.

Current wording

Our Omnibus Plan permits the grant of stock options and other stock awards to our employees, consultants and non-employee members of our board of directors. Each January 1 the pool of shares available for issuance under the Omnibus Plan automatically increases by an amount equal to the lesser of (i) the number of shares necessary such that the aggregate number of shares available under the Omnibus Plan equals 25% of the number of fully-diluted outstanding shares on the increase date (assuming the conversion of all outstanding shares of preferred stock and other outstanding convertible securities and exercise of all outstanding options and warrants to purchase shares) and (ii) if the board of directors takes action to set a lower amount, the amount determined by the board. On January 1, 2025, the pool of shares issuable under the Omnibus Plan automatically increased by 178,033 shares from 1,738 shares to 179,771 shares. As of September 30, 2025, there were 32,336 shares of common stock remaining available for issuance under the Omnibus Plan.

Previous wording

of the underlying stock. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option valuation model which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends, and the resulting charge is expensed using the straight-line attribution method over the vesting period.

Current wording

We record share-based compensation in accordance with the provisions of the Share-based Compensation Topic of the FASB Codification. The guidance requires the use of option-pricing models that require the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option valuation model which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends, and the resulting charge is expensed using the straight-line attribution method over the vesting period.

Previous wording

Research and development expenses were $381,061 for the three months ended June 30, 2025, as compared to $716,366 for the three months ended June 30, 2024, a decrease of $335,305, or 47%. The costs include primarily wages, fees, equipment and third-party costs for the development of our TAEUS product line. Research and development expenses decreased from the prior year as we complete development of our initial TAEUS product and began focusing our spending on clinical trials and commercialization of the product that has been developed.

Current wording

Research and development expenses were $432,113 for the three months ended September 30, 2025, as compared to $794,444 for the three months ended September 30, 2024, a decrease of $362,331, or 46%. The costs include primarily wages, fees, equipment and third-party costs for the development of our TAEUS product line. Research and development expenses decreased from the prior year as we complete development of our initial TAEUS product and began focusing our spending on clinical trials and commercialization of the product that has been developed.

Previous wording

Sales and marketing expenses were $68,834 for the three months ended June 30, 2025, as compared to $162,952 for the three months ended June 30, 2024, a decrease of $94,118, or 58%. The costs include primarily headcount and pre-selling activities for our TAEUS product line. Sales and marketing expenses decreased largely due to our restructuring in the second quarter of 2024. Currently, our marketing efforts are through our website and attendance of key industry meetings.

Current wording

Sales and marketing expenses were $45,285 for the three months ended September 30, 2025, as compared to $83,157 for the three months ended September 30, 2024, a decrease of $37,872, or 46%. The costs include primarily headcount and pre-selling activities for our TAEUS product line. Sales and marketing expenses decreased largely due to continued reductions in expenses resulting from our restructuring in the second quarter of 2024. Currently, our marketing efforts are through our website and attendance of key industry meetings.

Previous wording

Our general and administrative expenses for the three months ended June 30, 2025 were $851,195, compared to $1,351,535 for the three months ended June 30, 2024, a decrease of $500,340, or 37%. Our wage and related expenses for the three months ended June 30, 2025 were $239,886, compared to $ 581,096 for the three months ended June 30, 2024. Wage and related expenses in the three months ended June 30, 2025 included $68,504 of stock compensation expense related to the issuance and vesting of options and RSUs for the three months ended June 30, 2025. Our professional fees, which include legal, audit, and investor relations, for the three months ended June 30, 2025 were $413,954, compared to $582,327 for the three months ended June 30, 2024.

Current wording

Our general and administrative expenses for the three months ended September 30, 2025 were $893,305, compared to $631,413 for the three months ended September 30, 2024, an increase of $261,892, or 41%. Our wage and related expenses for the three months ended September 30, 2025 were $356,788, compared to $(142,536) for the three months ended September 30, 2024. Wage and related expenses in the three months ended September 30, 2025 included $145,220 of stock compensation expense related to the issuance and vesting of options and RSUs for the three months ended September 30, 2025. Our professional fees, which include legal, audit, and investor relations, for the three months ended September 30, 2025 were $312,139, compared to $598,255 for the three months ended September 30, 2024.

Previous wording

Other income was $13,066 for the three months ended June 30, 2025 was primarily due to interest income. Other income was $1,700 for the three months ended June 30, 2024, an increase of $ 11,366, or 669%, due to increased interest income. For the three months ended June 30, 2025, there were changes in fair value of warrant liability of $62,112 .

Current wording

Other expense was $225,256 for the three months ended September 30, 2025 was primarily due to changes in fair value of warrant liability. Other expense was $845,076 for the three months ended September 30, 2024, an increase of $619,820, or 73%, due to changes in fair value of warrant liability. For the three months ended September 30, 2025, there were changes in fair value of warrant liability of $267,274.

Previous wording

As a result of the foregoing, for the three months ended June 30, 2025, we recorded a net loss of $1,225,912, compared to a net loss of $2,229,153 for the three months ended June 30, 2024.

Current wording

As a result of the foregoing, for the three months ended September 30, 2025, we recorded a net loss of $1,595,959, compared to a net loss of $2,354,090 for the three months ended September 30, 2024.

Previous wording

We had no revenue during the six months ended June 30, 2025 and 2024.

Current wording

We had no revenue during the nine months ended September 30, 2025 and 2024.

Previous wording

We had no cost of goods sold during the six months ended June 30, 2025 and 2024.

Current wording

We had no cost of goods sold during the nine months ended September 30, 2025 and 2024.

Previous wording

Research and development expenses were $909,746 for the six months ended June 30, 2025, as compared to $1,757,892 for the six months ended June 30, 2024, a decrease of $848,416, or 48%. The costs include primarily wages, fees, equipment and third-party costs for the development of our TAEUS product line. Research and development expenses decreased from the prior year as we completed development of our initial TAEUS product and began focusing our spending on clinical trials and commercialization of the product that has been developed.

Current wording

Research and development expenses were $1,341,859 for the nine months ended September 30, 2025, as compared to $2,552,336 for the nine months ended September 30, 2024, a decrease of $1,210,477, or 47%. The costs include primarily wages, fees, equipment and third-party costs for the development of our TAEUS product line. Research and development expenses decreased from the prior year as we completed development of our initial TAEUS product and began focusing our spending on clinical trials and commercialization of the product that has been developed.

Previous wording

Sales and marketing expenses were $137,825 for the six months ended June 30, 2025, as compared to $401,612 for the six months ended June 30, 2024, a decrease of $263,787, or 66%. The costs include primarily headcount and pre-selling activities for our TAEUS product line. Sales and marketing expenses decreased largely due to our restructuring in the second quarter of 2024. Currently, our marketing efforts are through our website and attendance of key industry meetings.

Current wording

Sales and marketing expenses were $183,110 for the nine months ended September 30, 2025, as compared to $484,769 for the nine months ended September 30, 2024, a decrease of $301,659, or 62%. The costs include primarily headcount and pre-selling activities for our TAEUS product line. Sales and marketing expenses decreased largely due to continued reductions in expenses resulting from our restructuring in the second quarter of 2024. Currently, our marketing efforts are through our website and attendance of key industry meetings.

Previous wording

Our general and administrative expenses for the six months ended June 30, 2025 were $1,722,801, compared to $2,851,890 for the six months ended June 30, 2024, a decrease of $1,129,089, or 40%. Our wage and related expenses for the six months ended June 30, 2025 were $482,576, compared to $1,222,478 for the six months ended June 30, 2024. Wage and related expenses in the six months ended June 30, 2025 included $151,551 of stock compensation expense related to the issuance and vesting of options and RSUs for the three months ended June 30, 2025. Our professional fees, which include legal, audit, and investor relations, for the six months ended June 30, 2025 were $719,815, compared to $1,222,199 for the six months ended June 30, 2024.

Current wording

Our general and administrative expenses for the nine months ended September 30, 2025 were $2,616,106, compared to $3,483,303 for the nine months ended September 30, 2024, a decrease of $867,197, or 25%. Our wage and related expenses for the nine months ended September 30, 2025 were $994,098, compared to $1,079,942 for the nine months ended September 30, 2024. Wage and related expenses in the nine months ended September 30, 2025 included $296,273 of stock compensation expense related to the issuance and vesting of options and RSUs. Our professional fees, which include legal, audit, and investor relations, for the nine months ended September 30, 2025 were $1,031,954, compared to $1,820,454 for the nine months ended September 30, 2024.

Previous wording

Other income was $37,395 for the six months ended June 30, 2025, compared to other income of $6,541 for the six months ended June 30, 2024, an increase of $30,915, or 473%, due to increased interest income. For the six months ended June 30, 2025, there were changes in fair value of warrant liability of $470,674.

Current wording

Other income was $282,874 for the nine months ended September 30, 2025, compared to other expense of $838,535 for the nine months ended September 30, 2024, an increase of $1,121, 409, or 134%, due to increased interest income. For the nine months ended September 30, 2025, there were changes in fair value of warrant liability of $203,400.

Previous wording

As a result of the foregoing, for the six months ended June 30, 2025, we recorded a net loss of $2,262,242, compared to a net loss of $5,004,853 for the six months ended June 30, 2024.

Current wording

As a result of the foregoing, for the nine months ended September 30, 2025, we recorded a net loss of $3,858,201, compared to a net loss of $7,358,943 for the nine months ended September 30, 2024.

Previous wording

We are experiencing financial and operating challenges. In the absence of immediate additional liquidity, we will be forced to delay or reduce our product development programs and commercialization efforts, materially curtail or cease our operations, sell or dispose of our rights or assets, pursue sale or other strategic transactions, or undergo restructuring or insolvency proceedings. As of June 30, 2025, we had an accumulated deficit of $105,700,341 and had $1,808,574 in cash. To date we have funded our operations through private and public sales of our securities and will need to raise additional funds in order to execute on our business plan, fully commercialize our TAEUS technology, and generate revenues.

Current wording

We are experiencing financial and operating challenges. In the absence of immediate additional liquidity for our TAEUS program, we will be forced to delay or reduce our product development programs and commercialization efforts, materially curtail or cease our operations, sell or dispose of our rights or assets, pursue sale or other strategic transactions, or undergo restructuring or insolvency proceedings. As of September 30, 2025, we had an accumulated deficit of $107,296,300 and had $794,036 in cash. The majority of net proceeds from our October 2025 private placement is put towards our DAT strategy, while the amount of proceeds from such offering we put towards our TAEUS program is limited to $750,000. To date we have funded our operations through private and public sales of our securities and will need to raise additional funds in order to execute on our business plan, fully commercialize our TAEUS technology, execute on our DAT strategy, and generate revenues.

Previous wording

We need additional capital to allow us to continue to execute our commercialization plans. We are considering potential financing options that may be available to us, such as sales of our common stock, including through our at-the-market sales program. Except for the at-the-market sales program, we have no commitments to obtain any additional funds, and there can be no assurance funds will be available in sufficient amounts or on acceptable terms. If we are unable to obtain sufficient additional financing in a timely fashion and on terms acceptable to us, our financial condition and results of operations may be materially adversely affected and we may not be able to continue operations or execute our stated commercialization plan.

Current wording

We need additional capital to allow us to continue to execute our commercialization plans and to execute on our DAT strategy. We are considering potential financing options that may be available to us, such as sales of our common stock, including through our at-the-market sales program. Except for the at-the-market sales program, we have no commitments to obtain any additional funds, and there can be no assurance funds will be available in sufficient amounts or on acceptable terms. If we are unable to obtain sufficient additional financing in a timely fashion and on terms acceptable to us, our financial condition and results of operations may be materially adversely affected and we may not be able to continue operations or execute our stated commercialization plan.

Previous wording

The consolidated financial statements included in this Form 10-Q have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the six months ended June 30, 2025, we incurred net losses of $2,262,242 and used cash in operations of $2,406,844. In light of our cash balance as of June 30, 2025, we will need to raise additional capital in order to fund operations through the next twelve months, and prior to any ability to fund operations from revenue generated from the sale of our products. The financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Current wording

The consolidated financial statements included in this Form 10-Q have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the nine months ended September 30, 2025, we incurred net losses of $3,858,201 and used cash in operations of $3,570,847. In light of our cash balance as of September 30, 2025, we will need to raise additional capital in order to fund operations through the next twelve months, and prior to any ability to fund operations from revenue generated from the sale of our products. The financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Previous wording

During the six months ended June 30, 2025, we used $2,406,844 of cash in operating activities primarily as a result of our net loss of $2,262,242, offset by share-based compensation of $171,809, amortization of right of use assets of $55,231, depreciation expense of $23,142, change in fair value of warrant liability of $(470,674), and net changes in operating assets and liabilities of $75,890.

Current wording

During the nine months ended September 30, 2025, we used $3,570,847 of cash in operating activities primarily as a result of our net loss of $3,858,201, offset by share-based compensation of $316,531, amortization of right of use assets of $83,834, depreciation expense of $33,928, change in fair value of warrant liability of $(203,400), and net changes in operating assets and liabilities of $56,461.

Previous wording

During the six months ended June 30, 2025, we used $17,280 in investing activities related to purchases of fixed assets.During the six months ended June 30, 2024, we used $16,000 in investing activities related to purchases of fixed assets, and received $3,204 in proceeds from sale of fixed assets.

Current wording

During the nine months ended September 30, 2025, we used $17,280 in investing activities related to purchases of fixed assets. During the nine months ended September 30, 2024, we used $16,000 in investing activities related to purchases of fixed assets, and received $3,204 in proceeds from sale of fixed assets.

Previous wording

During the six months ended June 30, 2025, our financing activities provided $1,003,218 in proceeds from issuances of common stock.During the six months ended June 30, 2024, our financing activities provided $1,148,470 in proceeds from issuances of common stock, $6,687,248 in proceeds from warrant exercises. We also used $28,484 to repay a loan from TD Bank under the Canadian Emergency Business Account.

Current wording

During the nine months ended September 30, 2025, our financing activities provided $1,152,684 in proceeds from issuances of common stock. During the nine months ended September 30, 2024, our financing activities provided $1,148,470 in proceeds from issuances of common stock, $5,368,363 in proceeds from warrant exercises. We also used $28,484 to repay a loan from TD Bank under the Canadian Emergency Business Account.

Previous wording

We have not completed the commercialization of any of our TAEUS technology platform applications. We expect to continue to incur significant expenses for the foreseeable future. We anticipate that our expenses will increase substantially as we:

Current wording

We have not completed the commercialization of any of our TAEUS technology platform applications. We expect to continue to incur significant expenses relating to the development of our TAEUS technology for the foreseeable future. We anticipate that our expenses will increase substantially as we:

Previous wording

It is possible that we will not achieve the progress that we expect because the actual costs and timing of completing the development and regulatory approvals for a new medical device are difficult to predict and are subject to substantial risks and delays. We have no committed external sources of funds except for the February 2024 ATM Agreement, the use of which may be limited due to registration statement rules relating to public float. We do not expect that our existing cash will be sufficient for us to complete the commercialization of our NAFLD TAEUS application or to complete the development of any other TAEUS application and we will need to raise substantial additional capital for those purposes. As a result, we will need to finance our future cash needs through public or private equity offerings, debt financings, corporate collaboration and licensing arrangements or other financing alternatives. Our forecast of our financial resources is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed in the Risk Factors section of this Annual Report on Form 10-K. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

Current wording

It is possible that we will not achieve the progress that we expect because the actual costs and timing of completing the development and regulatory approvals for a new medical device are difficult to predict and are subject to substantial risks and delays. We have no committed external sources of funds except for our at-the-market offering program with Lucid Capital Markets, LLC, the use of which may be limited due to registration statement rules relating to public float. We do not expect that our existing cash will be sufficient for us to complete the commercialization of our NAFLD TAEUS application, or to complete the development of any other TAEUS application and we will need to raise substantial additional capital for those purposes. As a result, we will need to finance our future cash needs through public or private equity offerings, debt financings, corporate collaboration and licensing arrangements or other financing alternatives. Our forecast of our financial resources is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed in the Risk Factors section of this Annual Report on Form 10-K. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

Previous wording

Until we can generate a sufficient amount of revenue from our TAEUS platform applications, if ever, we expect to finance future cash needs through public or private equity offerings, debt financings or corporate collaborations and licensing arrangements. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more of our research or development programs or our commercialization efforts or perhaps even cease the operation of our business. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution, and debt financing, if available, may involve restrictive covenants. To the extent that we raise additional funds through collaborations and licensing arrangements, it may be necessary to relinquish some rights to our technologies or applications or grant licenses on terms that may not be favorable to us. We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time.

Current wording

Until we can generate a sufficient amount of revenue from our TAEUS platform applications or through our DAT strategy, if ever, we expect to finance future cash needs through public or private equity offerings, debt financings or corporate collaborations and licensing arrangements. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more of our research or development programs or our commercialization efforts or perhaps even cease the operation of our business. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution, and debt financing, if available, may involve restrictive covenants. To the extent that we raise additional funds through collaborations and licensing arrangements, it may be necessary to relinquish some rights to our technologies or applications or grant licenses on terms that may not be favorable to us. We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital at that time.