Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On May 27, 2026, ENDRA Life Sciences Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with an accredited investor (the "Purchaser") pursuant to which the Company agreed to sell and issue to the Purchaser in a private placement offering (the "Offering") an aggregate of 578,387 shares (the "Shares") of common stock of the Company, par value $0.0001 per share (the "Common Stock"), and/or prefunded warrants in lieu thereof (the "Prefunded Warrants"), and warrants (the "Common Warrants") to purchase an aggregate of up to 1,156,774 shares of Common Stock at a per share exercise price of $6.57. Each share of Common Stock (or Pre-Funded Warrant in lieu thereof) and accompanying Common Warrants were sold at a combined purchase price of $6.57. The Company has also granted certain registration rights to the Purchaser with respect to the Shares and the shares issuable upon the exercise of the Prefunded Warrants and Common Warrants pursuant to the Securities Purchase Agreement.

The Offering is expected to close on May 28, 2026 (the "Closing Date"). The gross proceeds of the Offering are expected to be approximately $3.8 million (the "Purchase Price"). Lucid Capital Markets, LLC (the "Placement Agent") acted as sole placement agent for the Offering. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes, subject to the restrictions in the Side Letter Agreement described below.

Each of the Prefunded Warrants is exercisable for one share of Common Stock at the exercise price of $0.0001 per share of Common Stock underlying the Prefunded Warrant (a "Prefunded Warrant Share"). Each of the Common Warrants is exercisable for one share of Common Stock at the exercise price of $6.57 per share (the "Common Warrant Shares"). Until such time as the Company has delivered to the Purchaser a Company Decision Notification (as defined below) (the "Exercisability Restriction Removal Date"), a portion of the Prefunded Warrants in respect of 324,372 Prefunded Warrant Shares and all of the Common Warrants will only become exercisable upon the Company obtaining stockholder approval of the issuance of such Prefunded Warrant Shares and Common Warrant Shares (such approval, the "Stockholder Approval"). The Common Warrants are exercisable at any time following the Exercisability Restriction Removal Date until five (5) years after such date. The Common Warrants may also be exercised on a cashless basis at any time after the Exercisability Restriction Removal Date beginning six (6) months after their initial issuance if, at the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the Common Warrant Shares by the holder thereof. Additionally, each holder's ability to exercise its Prefunded Warrants and Common Warrants in exchange for shares of Common Stock is subject to certain beneficial ownership limitations set forth therein.

The foregoing descriptions of the Securities Purchase Agreement, Prefunded Warrants and Common Warrants above do not purport to be complete and are qualified in their entirety by the full text of such documents, forms of which are filed herewith as Exhibits 10.1, 4.1 and 4.2, respectively.

The Shares, the Prefunded Warrants and the Common Warrants were, and the Prefunded Warrant Shares and Common Warrant Shares will be, offered and sold in reliance upon the exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and/or Rule 506(c) of Regulation D promulgated thereunder, and applicable state securities laws.