SEC Form SCHEDULE 13D filed by ENDRA Life Sciences Inc.
$NDRA
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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ENDRA Life Sciences Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
29273B401 (CUSIP Number) |
Alexander Tokman c/o ENDRA Life Sciences Inc., 3600 Green Court, Suite 350 Ann Arbor, MI, 48105 734-335-0468 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 29273B401 |
| 1 |
Name of reporting person
Anthony DiGiandomenico | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
121,622.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
NOTE FOR ROWS 7 and 9: Consists of (i) 70,881 shares of common stock, (ii) 9 shares of common stock issuable upon the exercise of options and (iii) warrants to purchase up to 50,800 shares of common stock. The totals reported exclude warrants to purchase up to 90,844 shares of common stock. The warrants held by Mr. DiGiandomenico are subject to a beneficial ownership limitation of 9.99%, and such limitation restricts Mr. DiGiandomenico from exercising that portion of the warrants that would result in Mr. DiGiandomenico and his affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The beneficial ownership of Mr. DiGiandomenico reported herein reflects this limitation.
NOTE FOR ROW 13: Based on the 1,166,441 shares of common stock outstanding as of November 14, 2025. The number of shares deemed outstanding in accordance with Rule 13d-3(d)(i) under the Exchange Act (taking into account the number of shares issuable upon the exercise of options warrants held by Mr. DiGiandomenico that are reported herein, as required by that Rule) is 1,217,250.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
ENDRA Life Sciences Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3600 Green Court, Suite 350, Ann Arbor,
MICHIGAN
, 48105. | |
Item 1 Comment:
This Schedule 13D relates to the shares of common stock, par value $0.0001 (the "Common Stock") of ENDRA Life Sciences Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 3600 Green Court, Suite 350 Ann Arbor, MI. | ||
| Item 2. | Identity and Background | |
| (a) | Anthony DiGiandomenico (the "Reporting Person"). | |
| (b) | The business address for the Reporting Person is: 3600 Green Court, Suite 350, Ann Arbor, Michigan 48105. | |
| (c) | The Reporting Person joined the Issuer's Board of Directors in 2013. He is the co-founder of MDB Capital Group LLC, where he focuses on corporate finance and capital formation for growth-oriented companies. He also serves on the board of directors of ClearSign Technologies Corporation (Nasdaq: CLIR). | |
| (d) | During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Person purchased an aggregate of 70,824 shares of Common Stock from the market or in public or private offerings from 2020 to October 2025 using his personal funds. All other shares of Common Stock and derivative securities described in Item 5 below have been issued to the Reporting Person in connection with his services to the Issuer as a director. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person is a member of the Board of Directors of the Issuer. In such capacity, he may engage in communications with the Board of Directors of the Issuer, members of management of the Issuer, other shareholders of the Issuer, financial and legal advisers and other parties regarding the Issuer, including but not limited to its operations, governance and control. In addition, in his capacity as a member of the Board, the Reporting Person may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of the instructions to Item 4 of Schedule 13D.
Except as set forth herein, the Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his positions and/or change his purpose and/or formulate plans or proposals with respect thereto. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The Reporting Person beneficially owns an aggregate of 121,622 shares of the Issuer's Common Stock. Such amount represents 9.99% of the outstanding shares of Common Stock based on the 1,166,441 shares of Common Stock outstanding as of November 14, 2025. The number of shares deemed outstanding in accordance with Rule 13d-3(d)(i) under the Exchange Act (taking into account the number of Shares issuable upon the exercise of options and warrants held by the Reporting Person that are reported herein, as required by that Rule) is 1,217,250. | |
| (b) | The Reporting Person has the sole power to vote or direct the vote of 121,622 Common Shares; has the shared power to vote or direct the vote of no Common Shares; has the sole power to dispose or direct the disposition of 121,622 Common Shares; and has the shared power to dispose or direct the disposition of no Common Shares. | |
| (c) | On October 10, 2025, the Reporting Person purchased 70,822 shares of Common Stock and 141,644 warrants to purchase Common Stock pursuant to a Securities Purchase Agreement with the Issuer. The purchase price per share of Common Stock and accompanying warrant was $7.06. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person and any other person with respect to any securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
None. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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