ENDRA Life Sciences Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2025, the stockholders of ENDRA Life Sciences Inc. (the “Company”) approved the Second Amendment to the Company’s 2016 Omnibus Incentive Plan (the “Omnibus Plan Amendment”) at the 2025 Annual Meeting of the Company’s Stockholders (the “Annual Meeting”). A description of the terms and conditions of the Omnibus Plan Amendment is set forth in the definitive proxy statement for the 2025 Annual Meeting of Stockholders of the Company as filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2025 (the “Proxy Statement”) under the heading “Proposal 6 – Approval of Second Amendment to 2016 Omnibus Incentive Plan,” which such description is incorporated by reference herein. This summary is qualified in its entirety by the full text of the Omnibus Plan Amendment set forth in Appendix B to the Proxy Statement, which is also incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the Annual Meeting, the Company’s stockholders approved and adopted a Certificate of Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of Company’s common stock, par value $0.0001 (the “Common Stock”), from 20,000,000 shares to 1,000,000,000 shares (the “Share Increase Amendment”).
The Share Increase Amendment was filed with the Secretary of State of the State of Delaware on December 10, 2025 and was effective upon filing.
This above description is a summary of the Share Increase Amendment and is qualified in its entirety by reference to the full text of the Share Increase Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
The certified results of the matters voted upon at the Annual Meeting, which are more fully described in the Proxy Statement, are as follows:
Proposal 1 - The Company’s stockholders elected the four directors nominated by the Company’s Board of Directors to serve until the next annual meeting of stockholders and the election of their successors:
| For | Withheld | Broker Non-Votes | ||||||||||
| Louis J. Basenese | 418,586 | 7,350 | 260,128 | |||||||||
| Anthony DiGiandomenico | 417,426 | 8,510 | 260,128 | |||||||||
| Michael Harsh | 418,586 | 7,350 | 260,128 | |||||||||
| Alexander Tokman | 422,728 | 3,208 | 260,128 | |||||||||
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Proposal 2 - The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 406,127 | 13,511 | 6,298 | 260,128 | |||||||||||
Proposal 3 - The Company’s stockholders ratified the appointment of RBSM LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 680,031 | 1,781 | 4,252 | 0 | |||||||||||
Proposal 4 - The Company’s stockholders approved the Share Increase Amendment to increase the authorized number of shares of Common Stock from 20,000,000 shares to 1,000,000,000 shares:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 645,487 | 40,218 | 359 | 0 | |||||||||||
Proposal 5 - The Company’s stockholders did not approve a certificate of amendment to the Certificate of Incorporation t to provide for officer exculpation as permitted by Delaware law:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 358,746 | 63,603 | 3,587 | 260,128 | |||||||||||
Proposal 6 - The Company’s stockholders approved the Omnibus Plan Amendment:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 406,837 | 15,223 | 3,876 | 260,128 | |||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, effective December 10, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENDRA Life Sciences Inc. | ||
| December 12, 2025 | ||
| By: | /s/ Alexander Tokman | |
| Name: | Alexander Tokman | |
| Title: | Chief Executive Officer and Chairman | |
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