ENDRA Life Sciences Amends Merger Terms With ASP Isotopes

ENDRA Life Sciences Inc. and ASP Isotopes Inc. entered into a first amendment to their merger agreement on October 1, 2026. The amendment modifies several key terms of the original deal, including board structure, cash requirements, and borrowing limits for Renergen Limited.

The original Agreement and Plan of Merger was signed on June 25, 2026. Under that agreement, Kruger Merger Sub LLC, a subsidiary of ENDRA, is to merge with Noble Africa LLC. Noble Africa is a wholly-owned subsidiary of ASP Isotopes. Following the merger, Noble Africa will survive as a direct wholly-owned subsidiary of ENDRA.

The new amendment removes the requirement that the combined company's board of directors be classified into three separate classes. It also replaces ENDRA's Fifth Amended and Restated Certificate of Incorporation with a new form that eliminates classified board provisions and other rules that required a supermajority vote from stockholders for approval.

Financial conditions in the deal have also been adjusted. The amendment revises the minimum cash closing condition to a requirement of $3,800,002.59, less certain agreed-upon expenses. These expenses are intended to allow ENDRA to engage in specific investor relations activities.

The amendment also affects the Term Loan Facility Agreement dated May 19, 2025. This agreement is between Renergen, ASP Isotopes, and ASPI South Africa Proprietary Limited. The current amendment permits Renergen to enter into a fifth addendum to this facility. That addendum would increase Renergen's borrowing capacity from ASP Isotopes from $80 million to up to $120 million.

Additionally, the amendment contemplates a sixth addendum to the ASPI Term Loan Facility. This sixth addendum is expected to be entered into at or prior to the closing of the merger. It would further increase Renergen's borrowing capacity from ASP Isotopes from $120 million to up to $200 million.

ENDRA also amended its warrants issued to LHE LNG Holdings, an affiliate of ASP Isotopes. On May 27, 2026, ENDRA sold 66,846 shares of common stock and issued Pre-Funded Warrants and Common Warrants to LHE LNG Holdings. The Pre-Funded Warrants allow for the purchase of up to 511,541 shares at an exercise price of $0.0001 per share. The Common Warrants allow for the purchase of up to 1,156,774 shares at an exercise price of $6.57 per share.

The new warrant amendments remove the 4.99% beneficial ownership limitation on LHE LNG Holdings' ability to exercise these warrants. A portion of the Pre-Funded Warrants covering 324,372 shares and all of the Common Warrants remain subject to stockholder approval before they become exercisable.

Except for the changes described in the amendment, the original terms of the Merger Agreement remain in full force and effect. ENDRA filed the amendment as an exhibit to its Form 8-K current report with the U.S. Securities and Exchange Commission.