Each $0.10 increase or decrease in the assumed public offering price of $0.2334 per share and accompanying warrants, which is based on the last reported sales price of our common stock on the Nasdaq Capital Market on April 18, 2024, would increase or decrease, as applicable, our as adjusted net tangible book value as of December 31, 2022 would have been $2023 after this offering by $2.0 million, or $            per share. This represents an immediate increase in net tangible book value of $$0.06 per share, and would increase or decrease accretion to our existing stockholdersinvestors in this offering by $0.04 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and an immediate dilutionafter deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase of 2.0 million shares in the number of shares we are offering would increase our as adjusted net tangible book value as of $December 31, 2023 after this offering by $0.4 million, or $0.01 per share and would decrease accretion to investors purchasing shares of common stock and accompanying warrants in this offering.

The following table illustrates this dilution on aoffering by $0.01 per share basis:

Assumed public offering price per share of common stock						$
Net tangible book value per share as of December 31, 2022		$	2.27
Increase in net tangible book value per share attributable to investors purchasing in this offering
As adjusted net tangible book value per share as of December 31, 2022 after this offering						$
Dilution per share to new investors purchasing in this offering						$

Ifassuming the underwriter exercises its option to purchase additional shares of our common stock and warrants in full, at an assumed public offering price per setshare remains the same, and after deducting the underwriting discount and commissions and estimated offering expenses payable by us. Each decrease of two2.0 million shares in the number of common stock and accompanying warrant to purchase one share of common stock of $          per set of securities, yielding an effective price of $           per share of common stock, which was the last reported sale price of common stock on the Nasdaq Capital Market on             , 2023, and $          per warrant, the adjusted tangible book value after thisshares we are offering would be $            per share, the increase indecrease our as adjusted net tangible book value would be $as of December 31, 2023 after this offering by $0.4 million, or $0.01 per share and would increase accretion to investors in this offering by $0.01 per share assuming the dilution to new investors would be $assumed public offering price per share.share remains the same, and after deducting the underwriting discount and commissions and estimated offering expenses payable by us. The as adjusted information is illustrative only, and we will adjust this information based on the actual public offering price and other terms of this offering determined at pricing.

The number of shares inforegoing tables and calculations (other than the table abovehistorical net tangible book value calculation) are based on 3,169,10311,035,659 shares of our common stock outstanding as of December 31, 20222023, and does not include:excludes the shares issuable under our warrants and options outstanding as of December 31, 2023, as follows:

	·	10,330882,349 shares of common stock issuable upon the exercise of outstanding unregistered warrants as of December 31, 2022, at a weighted averageweighted-average exercise price of $25.01$1.58 per share;
	·	8,1262,010 shares of common stock issuable as of December 31, 2022 upon the conversion of outstanding shares of Series A Convertible Preferred Stock;
	·	391,902624,240 shares of common stock issuable as of December 31, 2022 upon the exercise of outstanding stock options issued pursuant to ourthe Incentive Plan at a weighted average exercise price of $31.47$19.25 per share; and
	·	28,0062,381,416 shares of common stock reserved for future issuance under ourthe Incentive Plan as of December 31, 2022.Plan.

The number of shares inAdditionally, the table above also assumesforegoing tables and calculations (other than the historical net tangible book value calculation) assume no exercise of the common warrants and underwriters warrants sold to the investors in this offering and issued to the underwriter as compensation.offering.

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DESCRIPTION OF OUR SECURITIES

We are a Delaware company and our affairs are governed by our amended and restated certificate of incorporation and bylaws, the DGCL and the common law of the State of Delaware.

The following summary description of our common stock is based on the provisions of our Fourth Amended and Restated Certificate of Incorporation, as amended, our Amended and Restated Bylaws, and the applicable provisions of Delaware law. This description may not contain all of the information that is important to youcomplete and is subject to, and is qualified in its entirety by reference to, our charter, our bylaws and the applicable provisions of Delaware law. For information on how to obtainamended and restated certificate of incorporation and bylaws, copies of our certificatewhich are filed as exhibits to the Registration Statement of Incorporation and Bylaws, see “Where You Can Find More Information.”which this prospectus forms a part.

Securities Offered by Us in this Offering

We are offering [●] shares of common stock together withor pre-funded warrants to purchase up to an aggregate of [●] shares of common stock in lieu of shares of common stock to those purchasers whose purchase of shares of common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock following the consummation of this offering, together with common warrants to purchase up to [●] shares of common stock. For each pre-funded warrant that we sell, the number of shares of common stock that we are selling will be decreased on a one-for-one basis. Each common warrant has an exercise price of $        per share,share. The shares of common stock and the common warrants are immediately separable and will be issued separately but must initially be purchased together in this offering.

Warrants to be Issued as Part of this Offering

Common warrants

The common warrants will be issued in the respective forms filed as an exhibit to the registration statement of which this prospectus is 125%a part and the following summary is subject to and qualified in its entirety by the filed exhibits. You should review a copy of each form of common warrant for a complete description of the priceterms and conditions applicable to the publiccommon warrants.

The following is a brief summary of the common warrants and is still subject in all respect to the provisions contained in the form of common warrant.

Duration and Exercise Price

Each common warrant offered hereby has an initial exercise price per share equal to $        . The exercise price of the common warrants will be determined at the time of pricing based on negotiations with the underwriters. The exercise price and number of shares of common stock soldissuable upon exercise is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

The common warrants will be issued separately from the common stock and pre-funded warrants included in this offering. Each share of our common stock or pre-funded warrant purchased in this offering will include a Series A Warrant and Series B Warrant, each to purchase one share of our common stock. The Series A Warrants and Series B Warrants will be issued in certificated form only.

Exercisability

The Series A Warrants and Series B Warrants are not exercisable until the effective date of the Warrant Shareholder Approval, if such approval is obtained. The Series A Warrants will expire on the five-year anniversary of the Initial Exercise Date and the Series B Warrants will expire on the twelve-month anniversary of the Initial Exercise Date.

Each common warrant will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full of the exercise price in immediately available funds for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below).

Cashless Exercise

If at the time a holder exercises its common warrant, a registration statement registering the issuance of common stock underlying the common warrants under the Securities Act is not then effective or available, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the number of shares of common stock determined according to a formula set forth in the common warrants.

Company Redemption Option

The Series A Warrants and Series B Warrants are redeemable by the Company in certain circumstances. Subject to certain exceptions, if, (i) the daily volume weighted average trading price of the Company’s common stock has equaled or exceeded $[●] (150% of the exercise price) for 10 consecutive trading days and (ii) the average daily trading volume of the shares of the Company’s common stock for such 10-trading day period exceeds $150,000 of shares, then we may, within one trading day of the end of such ten (10) Trading Days referred to above, upon notice (a “Redemption Notice”), call for redemption or cancellation of all or any portion of the warrants for which a notice of exercise has not yet been delivered for consideration equal to $0.0001 per warrant share. Any portion of a warrant subject to such Redemption Notice for which a notice of exercise shall not have been received by the Redemption Date (as hereinafter defined) will be canceled at 6:30 p.m. (New York City time) on the thirtieth calendar day after the date the Redemption Notice is sent by the Company (such date and time, the “Redemption Date”). Our right to call the warrants shall be exercised ratably among the holders based on each holders initial purchase of warrants.

Share Combination Event Adjustments.

Subject to the Warrant Shareholder Approval, if at any time on or after the date of issuance there occurs any share split, share dividend, share combination recapitalization or other similar transaction involving our common stock and the lowest daily volume weighted average price during the five consecutive trading days following the date of such event (the “Event Market Price”) is less than the exercise price then in effect, then the exercise price shall be reduced to the lowest daily volume weighted average price during such period and the number of warrant shares issuable shall be increased such that the aggregate exercise price payable thereunder, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price on the date of issuance. If one or more share combination events occurs prior to the Warrant Shareholder Approval being obtained and a reduction of the exercise price would have been effected but for such shareholder approval not yet having being obtained, then the exercise price will automatically be reduced to the lowest Event Market Price with respect to any share combination event that occurred prior to the Warrant Shareholder Approval being obtained and the issuable shares will automatically be adjusted to equal the highest such number with respect to any share combination event that occurred prior to the Warrant Shareholder Approval being obtained.

Certain Adjustments

The exercise price and the number of shares issuable upon exercise of the common warrants is subject to appropriate adjustment in the event of stock splits, stock dividends, recapitalizations, reorganizations, schemes, arrangements or similar events affecting our common stock. The common warrant holders must pay the exercise price in cash or wire transfer of immediately available funds upon exercise of the common warrants, unless such holders are utilizing the cashless exercise provision of the common warrants, which is only available in certain circumstances such as if the underlying shares are not registered with the SEC pursuant to an effective registration statement. We intend to use commercially reasonable best efforts to have the registration statement of which this prospectus forms a part, effective when the common warrants are exercised.

Fundamental Transactions

In the event we consummate a merger or consolidation with or into another person or other reorganization event in which our common stock is converted or exchanged for securities, cash or other property, or we sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets or we or another person acquire 50% or more of our outstanding shares of common stock, then following such event, the holders of the common warrants will be entitled to receive upon exercise of the common warrants the same kind and amount of securities, cash or property which the holders would have received had they exercised the common warrants immediately prior to such fundamental transaction. Any successor to us or surviving entity shall assume the obligations under the common warrants. Additionally, as more fully described in the Series A Warrant, in the event of certain fundamental transactions, the holders of the Series A Warrants will be entitled to receive consideration in an amount equal to the Black Scholes value of the Series A Warrants on the date of consummation of such transaction.

Transferability

Subject to applicable laws, a common warrant may be transferred at the option of the holder upon surrender of the common warrant to us together with the appropriate instruments of transfer.

Exchange Listing

There is no established trading market for the common warrants. In addition, we do not intend to apply for the listing of the common warrants on any national securities exchange. Without an active trading market, the liquidity of the common warrants will be limited.

Right as a Stockholder

Except as otherwise provided in the common warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the common warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their common warrants.

Waivers and Adjustments

Subject to certain exceptions, any terms of the common warrants may be amended or waived with our written consent and the written consent of the holder.

Common StockPre-fundedwarrants

The pre-funded warrants will be issued in a form filed as an exhibit to the registration statement of which this prospectus is a part and the following summary is subject to and qualified in its entirety by the filed exhibit. You should review a copy of the form of pre-funded warrant for a complete description of the terms and conditions applicable to the pre-funded warrants.

Duration and Exercise Price

The pre-funded warrants offered hereby will have an exercise price of $0.0001 per share. The pre-funded warrants will be immediately exercisable upon issuance and may be exercised at any time until the pre-funded warrants are exercised in full. The exercise prices and numbers of shares of common stock issuable upon exercise are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock. The pre-funded warrants will be issued in certificated form only.

Exercisability

The pre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise. A holder (together with its affiliates) may not exercise any portion of such holder’s pre-funded warrants to the extent that the holder would own more than 4.99% (or 9.99%, at the holder’s election) of our outstanding common stock immediately after exercise, except that upon notice from the holder to us, the holder may decrease or increase the limitation of ownership of outstanding stock after exercising the holder’s pre-funded warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants, provided that any increase in such limitation shall not be effective until 61 days following notice to us.

Fundamental Transactions

In the event we consummate a merger or consolidation with or into another person or other reorganization event in which our common stock is converted or exchanged for securities, cash or other property, or we sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets or we or another person acquire 50% or more of our outstanding shares of common stock, then following such event, the holders of the pre-funded warrants will be entitled to receive upon exercise of the pre-funded warrants the same kind and amount of securities, cash or property which the holders would have received had they exercised the pre-funded warrants immediately prior to such fundamental transaction. Any successor to us or surviving entity shall assume the obligations under the pre-funded warrants.

Transferability

Subject to applicable laws and the restriction on transfer set forth in the pre-funded warrant, the pre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded warrant to us together with the appropriate instruments of transfer.

Exchange Listing

There is no established trading market for the pre-funded warrants. In addition, we do not intend to apply for the listing of the pre-funded warrants on any national securities exchange. Without an active trading market, the liquidity of the pre-funded warrants will be limited.

Right as a Stockholder

Except as otherwise provided in the pre-funded warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the pre-funded warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their pre-funded warrants.

Waivers and Adjustments

Subject to certain exceptions, any terms of the pre-funded warrants may be amended or waived with our written consent and the written consent of the holder.

Underwriter Warrants

The following summary of certain terms and provisions of the Underwriter Warrants that are being issued hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Underwriter Warrants, the form of which will be filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Underwriter Warrant for a complete description of the terms and conditions of the Underwriter Warrant.

Duration and Exercise Price

Each Underwriter Warrant offered hereby will have an initial exercise price equal to 120% of the exercise price of the common warrants issued in this offering. The Underwriter Warrants will be immediately exercisable and will expire three and one-half years from the commencement of sales in this offering. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price.

Exercisability

The Underwriter Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock is based onpurchased upon such exercise (except in the provisionscase of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Underwriter Warrant to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding stock after exercising the holder’s Underwriter Warrant up to 9.99% of the number of shares of our certificate of incorporation and bylaws, andcommon stock outstanding immediately after giving effect to the applicable provisionsexercise, as such percentage ownership is determined in accordance with the terms of the General Corporation LawUnderwriter Warrants and in accordance with the rules and regulations of the StateSEC.

Cashless Exercise

If, at the time a holder exercises its Underwriter Warrants, a registration statement registering the issuance of Delaware. This informationthe shares of common stock underlying the Underwriter Warrants under the Securities Act is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may notelect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the Underwriter Warrants.

Fractional Shares

No fractional shares of common stock will be complete in all respects and is qualified entirely by referenceissued upon the exercise of the Underwriter Warrants. Rather, the number of shares of common stock to be issued will be rounded to the provisions of our Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), and our Amended and Restated Bylaws (the “Bylaws”) andnearest whole number.

Transferability

Subject to applicable laws, an Underwriter Warrant may be transferred at the General Corporation Lawoption of the Stateholder upon surrender of Delaware. For information on howthe Underwriter Warrant to obtain copiesus together with the appropriate instruments of our Certificate of Incorporation and Bylaws, see the discussion below under the heading “Where You Can Find More Information.”transfer.

Trading Market

There is no trading market available for the Underwriter Warrants on any securities exchange or nationally recognized trading system, and we do not expect a trading market to develop. We may offer ourdo not intend to list the Underwriter Warrants on any securities exchange or other trading market. Without a trading market, the liquidity of the Underwriter Warrants will be extremely limited. We plan to list the common stock issuable upon the conversion of debt securities or preferred stock and upon the exercise of warrants.the Underwriter Warrants on the Nasdaq Capital Market.

Right as a Stockholder

Except as otherwise provided in the Underwriter Warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the Underwriter Warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their Underwriter Warrants.

Fundamental Transaction

In the event of a fundamental transaction, as described in the Underwriter Warrants and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the Underwriter Warrants will be entitled to receive upon exercise of the Underwriter Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Underwriter Warrants immediately prior to such fundamental transaction. In addition, in the event of a fundamental transaction which is approved by our Board, the holders of the Underwriter Warrants have the right to require us or a successor entity to redeem the Underwriter Warrant for cash in the amount of the Black-Scholes value of the unexercised portion of the Underwriter Warrant on the date of the consummation of the fundamental transaction. In the event of a fundamental transaction which is not approved by our Board, the holders of the Underwriter Warrants have the right to require us or a successor entity to redeem the Underwriter Warrants for the consideration paid in the fundamental transaction in the amount of the Black Scholes value of the unexercised portion of the Underwriter Warrant on the date of the consummation of the fundamental transaction.

Authorized and Outstanding Capital Stock

We currently have authority to issue 80,000,000 shares of our common stock, par value of $0.0001 per share. As of March 28, 2023, 3,169,109April 18, 2024, 11,035,659 shares of our common stock were issued and outstanding, held of record by 23 stockholders. Our authorized but unissued shares of common stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded.

Voting Rights

Each holder of our common stock is entitled to one vote for each such share outstanding in the holder’s name.  No holder of common stock is entitled to cumulate votes in voting for directors.

Dividend and Liquidation Rights

The holders of outstanding shares of our common stock are entitled to such dividends as may be declared by our board of directors out of funds legally available for such purpose. The shares of our common stock are neither redeemable nor convertible. Holders of our common stock have no preemptive or subscription rights to purchase any of our securities. In the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive pro rata our assets, which are legally available for distribution, after payments of all debts and other liabilities. All of the outstanding shares of our common stock are fully paid and non-assessable.  

We have never paid any cash dividends on our common stock.

Our sharesCertain Anti-Takeover Provisions of common stock are listed on the Nasdaq Capital Market under the symbol “NDRA.”

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Description of Warrants

The following summary of certain terms and provisions of the warrants offered hereby is not complete and is subject to, and qualified in its entirety by the provisions of the form of warrant, which is filed as an exhibit to the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions set forth in the form of warrant.

The warrants issued in this offering entitle the registered holders to purchase common stock at $     per share, subject to adjustment as discussed below, immediately following the issuance of such warrants and terminating at 5:00 p.m., New York City time, on the fifth anniversary after the closing of this offering.

The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of shares of common stock at prices below its exercise price.

Exercisability

The warrants are exercisable immediately upon issuance and at any time up to the date that is five years from the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to the warrant agent a duly executed exercise notice accompanied by payment in full for the number of shares of common stock purchased upon such exercise.

Each warrant entitles the holder thereof to purchase one share of common stock. Pursuant to the warrant and the warrant agency agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. No warrants exercisable for a fractional share will be issued in this offering. Accordingly, unless you purchase at least two shares of common stock, you will not be able to receive a warrant. However, we expect that the underwriter of this offering will allocate purchases by investors in round lots comprised of an even number of shares, and that, accordingly, there will be no warrants exercisable for fractional shares issued. Unless otherwise specified in the warrant, the holder will not have the right to exercise the warrants, in whole or in part, if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or 9.99% at the holder’s election) of the number of our shares of common stock outstanding immediately after giving effect to the exercise, as such percentage is determined in accordance with the terms of the warrant. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon at least 61 days’ prior notice from the holder to us.

Redemption

Beginning on the one-year anniversary of the close of the offering, all outstanding warrants offered hereby may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, at the redemption price of $                  per warrant, by giving not less than 30 days’ prior notice to the warrant holders, which notice may not be given before, but may be given at any time after the date on which (i) the closing price of the Company’s common stock on the principal exchange on which it is then traded has equaled or exceeded $                      for ten consecutive trading days and (ii) the daily trading volume of the Common Stock on the Company’s primary trading market has exceeded                               shares on each of such ten (10) trading days.

Warrant Agent; Global Certificate

The Warrants will be issued in registered form under a warrant agency agreement between a warrant agent and us. The warrants will initially be represented only by one or more global warrants deposited with the warrant agent, as custodian on behalf of The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC. VStock Transfer, LLC is acting as warrant agent for the warrants.

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Adjustments; Fundamental Transaction

The exercise price and the number of shares underlying the warrants are subject to appropriate adjustment in the event of stock splits, stock dividends on our shares of common stock, stock combinations or similar events affecting our common stock. In addition, in the event we consummate a merger or consolidation with or into another person or other reorganization event in which shares of our common stock are converted or exchanged for securities, cash or other property, or we sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets or we or another person acquire 50% or more of our outstanding common shares (each, a “Fundamental Transaction”), then following such Fundamental Transaction the holders of the warrants will be entitled to receive upon exercise of the warrants the same kind and amount of securities, cash or property which the holders would have received had they exercised the warrants immediately prior to such Fundamental Transaction. Any successor to us or surviving entity will assume the obligations under the warrants.

Exchange Listing

We do not plan to apply to list the warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system.

Rights as a Stockholder

Except by virtue of such holder’s ownership of our common stock, the holder of a warrant does not have rights or privileges of a stockholder, including any voting rights, until the holder exercises such warrant.

Anti-Takeover ProvisionsDelaware Law

The provisions of Delaware law, the Certificate of Incorporation and the Bylaws could have the effect of delaying, deferring or discouraging another person from acquiring control of us. These provisions, which are summarized below, may have the effect of discouraging takeover bids. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Delaware Law

We are subject to Section 203 of the Delaware General Corporation Law (the “DGCL”), an anti-takeover law. In general, Section 203 prohibits a Delaware corporation from engaging in any business combination (as defined below) with any interested stockholder (as defined below) for a period of three years following the date that the stockholder became an interested stockholder, unless:

	·	prior to that date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
	·	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares of voting stock outstanding (but not the voting stock owned by the interested stockholder) those shares owned by persons who are directors and officers and by excluding employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
	·	on or subsequent to the time the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

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In general, Section 203 defines “business combination” to include the following:

	·	any merger or consolidation involving the corporation and the interested stockholder;
	·	any sale, lease, exchange, mortgage, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
	·	subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
	·	subject to limited exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or
	·	the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

Section 203 generally defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation, or who beneficially owns 15% or more of the outstanding voting stock of the corporation at any time within a three-year period immediately prior to the date of determining whether such person is an interested stockholder, and any entity or person affiliated with or controlling or controlled by any of these entities or persons.

Certificate of Incorporation and Bylaw Provisions

The Certificate of Incorporation and the Bylaws include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of us. Certain of these provisions are summarized in the following paragraphs.

Effects of authorized but unissued common stock. One of the effects of the existence of authorized but unissued common stock may be to enable our board of directors to make more difficult or to discourage an attempt to obtain control of our Company by means of a merger, tender offer, proxy contest or otherwise, and thereby to protect the continuity of management. If, in the due exercise of its fiduciary obligations, the board of directors were to determine that a takeover proposal was not in our best interest, such shares could be issued by the board of directors without stockholder approval in one or more transactions that might prevent or render more difficult or costly the completion of the takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent stockholder group, by putting a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise.

Cumulative Voting. Our Certificate of Incorporation does not provide for cumulative voting in the election of directors, which would allow holders of less than a majority of the stock to elect some directors.

Vacancies. Our Certificate of Incorporation provides that all vacancies may be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum.

Special Meeting of Stockholders. A special meeting of stockholders may only be called by the Chairman of the board of directors, the President, the Chief Executive Officer, or the board of directors at any time and for any purpose or purposes as shall be stated in the notice of the meeting, or by request of the holders of record of at least 20% of the outstanding shares of common stock. This provision could prevent stockholders from calling a special meeting because, unless certain significant stockholders were to join with them, they might not obtain the percentage necessary to request the meeting. Therefore, stockholders holding less than 20% of the issued and outstanding common stock, without the assistance of management, may be unable to propose a vote on any transaction that would delay, defer or prevent a change of control, even if the transaction were in the best interests of our stockholders.

Transfer Agent

The transfer agent for our common stock is VStock Transfer, LLC.

Listing of Securities

Our common stock is listed on the Nasdaq Capital Market under the symbol “NDRA.”

UNDERWRITING

Newbridge Securities Corporation (“Newbridge”We are offering the shares of our common stock and common warrants described in this prospectus through the underwriter listed below. Craig- Hallum Capital Group LLC, or the “underwriter”)Representative, is acting as sole underwriterthe representative of this offering. We entered into an underwriting agreement with Newbridge with respect to the securities subject tounderwriters in this offering. Subject to the terms and conditions stated inof the underwriting agreement, dated as of [•], 2024, the date of this prospectus, the underwriter hasunderwriters have agreed to purchase and we have agreed to we have agreed to sell to the underwriter, the number of shares of common stock and accompanying warrants shownour securities set forth opposite its respective name below:below. Each share will be accompanied by a Series A Warrant and a Series B Warrant. The underwriter is committed to purchase and pay for all of the shares and warrants if any are purchased. Craig-Hallum Capital Group LLC is the sole underwriter.

Underwriter		Number of shares and common warrants			Number of pre-funded warrants and common warrants
Newbridge Securities Corporation				Craig-Hallum Capital Group LLC
Total

The underwriting agreement providesunderwriter has advised us that the obligations of the underwriterthey propose to purchase the shares and warrants included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriting agreement provides that the underwriter will purchase all ofoffer the shares of common stock and accompanying warrants if any of them are purchased.

Shares of our common stock and the accompanying warrants sold by the underwriter to the public will initially be offered at the public offeringa price set forth on the cover of this prospectus. In addition, the underwriter may offer some of the securities to other securities dealers at such price less a concession of $ per set of securities. The underwriter may allow, and certain dealers may re-allow, a discount from the concession not in excess of $                per set of securitiesproposes to certain brokers and dealers. After the initial offering ofoffer the shares of common stock and accompanying warrants to certain dealers at the same price less a concession of not more than $ per set of securities. If all of the shares and warrants are not sold at the public offering price, or anythe underwriter may change the offering price and other termselling terms.

The underwriter is offering the shares and warrants, subject to prior sale, when, as and if issued to and accepted by it, subject to approval of legal matters by its counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriter of officers’ certificates and legal opinions. The underwriter reserves the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. The underwriter has advised us that it does not intend to confirm sales to any accounts over which it exercises discretionary authority.

The securities sold in this offering mayare expected to be changed byready for delivery on or about , 2024, against payment in immediately available funds.

The table below summarizes the underwriting discounts that we will pay to the underwriter. In addition to the underwriting discount, we have agreed to reimburse up to $100,000 of the fees and expenses of the underwriter, which includes the fees and expenses of counsel to the underwriter, in connection with this offering. The fees and expenses of the underwriter that we have agreed to reimburse are not included in the underwriting discounts set forth in the table below. The underwriting discount and reimbursable expenses the underwriter will receive were determined through arms’ length negotiations between us and the underwriter.

Underwriting discounts and commissions

We are offering               shares of our common stock and warrants to purchase up to         shares of our common stock pursuant to this prospectus. The warrants are being offered and sold at the rate of one warrant to purchase one share for every two shares of common stock purchased in this offering. The following table shows the effective public offering price per share of common stock and accompanying warrant and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us.

Effective PricePer share  Per Share and accompanying Warrantwarrants

Per pre-funded warrant and accompanying warrants

Total Without Option

Total With Option

Public offering price

$

$

$

Underwriting discounts and commissions(1)

$

$

$

Underwriting discounts and commissions payable by us,Proceeds, before expenses, to us(2)

$

$

Proceeds, before expenses, to us(3)

$

____________

We estimate that the total expenses of this offering, excluding underwriting discounts, will be approximately $[●]. This includes $100,000 of fees and expenses of the underwriter which are payable by us.

(1) Based on a price of $        per set of two shares of common stock and one warrant to purchase one share of common stock.

(2)The underwriting discount is 7.0% of the gross proceeds received from the sale of securities to all purchasers in the offering.

(3) The amount of the offering proceeds to us presented in this table does not give effect to any exercise of the warrants being issued in this offering.

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Over-Allotment OptionLock-Up Agreements

In addition to the discount set forth in the above table, weWe and each of our directors and officers have grantedagreed with the underwriter to be subject to a 30-day option to purchase from uslock up to an additional          sharesperiod of common stock and additional warrants to purchase             shares90 days following the closing of common stock at the rate of one warrant to purchase one share for every two shares of common stock at $           per set of securities, yielding an effective price of $                 per share and $       per warrant, less the underwriting discount and commissions.  If the underwriter exercises this option in full, the total underwriting discounts and commissions payable will be $             and the total proceeds to us, before expenses, will be $             . The underwriter may exercise the option solely to cover over-allotments, if any, made in connection with this offering. IfThis means that, during the applicable lock-up period, we and such persons may not offer for sale, contract to sell, or sell any additional shares of our common stock and warrants are purchased pursuant to the over-allotment option, the underwriter will offer these additionalor any securities convertible into, or exercisable or exchangeable for, shares of our common stock, subject to certain customary exceptions. The underwriter may, in its sole discretion and warrants onwithout notice, waive the same terms as those on whichof any of these lock-up agreements. In addition, we have agreed not enter into variable rate financings for a period of 180 days following the otherclosing date of this offering, except that, in the event that the gross proceeds of this offering are less than $6.0 million, we may sell shares of our common stock and warrants are being offered hereby.under our existing at-the-market offering program with Ascendiant Capital Markets, LLC after 90 days from the date of this prospectus, subject to certain limitations.

IndemnificationUnderwriter Warrants

We have also agreed to indemnifysell for a nominal price to the underwriter against certain liabilities, including liabilities under the Securities Act,Representative or to contribute to payments the underwriter may be required to make because of any of those liabilities.

Underwriter’s Warrants

Uponits designees at the closing of this offering, we have agreed to issue to Newbridge, or its designees, warrants (the “underwriter’s warrants”) to purchase a number of shares of common stock equal to an aggregate of 7%5.0% of the totalaggregate number of shares of common stock and pre-funded warrants sold in this public offering. The underwriter’s warrants will be exercisableoffering, at a per sharean exercise price equal to 125%120% of the public offeringexercise price per share of common stock soldthe Series A Warrants issued in this offering. The underwriter’s warrants areUnderwriter Warrants will be exercisable at any time and from time to time,upon issuance, in whole or in part, during theand will expire three and one-half-year period commencing six months afterone-half years from the effective datecommencement of the registration statement related tosales in this offering.

The underwriter’s warrants and the shares of common stock underlying the underwriter’s warrantsUnderwriter Warrants have been deemed compensation by the Financial Industry Regulatory Authority, or FINRA, and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. Neither NewbridgePursuant to FINRA Rule 5110(g), the Underwriter Warrants and any shares issued upon exercise thereof will not be sold, transferred, assigned, pledged or its permitted assignees under such rule, may sell, transfer, assign, pledge,hypothecated, or hypothecatebe the underwriter’s warrants or the securities underlying the underwriter’s warrants, nor will Newbridge engage insubject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the underwriter’s warrants or the underlying sharessecurities by any person, for a period of 180 days fromimmediately following the effective date of effectiveness or commencement of sales in this offering, except: (i) the registration statement. Additionally,transfer of any security by operation of law or by reason of our reorganization; (ii) the underwriter’s warrants maytransfer of any security to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) the transfer of any security if the aggregate amount of our securities held by the placement agent or related persons do not be sold, transferred, assigned, pledgedexceed 1% of the securities being offered; (iv) the transfer of any security that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or hypothecatedotherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for a 180-day period following the effective dateremainder of the time period. The Underwriter Warrants are registered on the registration statement exceptof which this prospectus is a part. The form of the Underwriter Warrant has been included as an exhibit to this registration statement of which this prospectus forms a part.

Tail

We have also agreed to pay the Representative a tail fee equal to 7.0% of the total gross proceeds received by us in any public or private offering or other financing or capital raising transaction during the term of the engagement with the underwriter and selected dealer participating inor within six (6) months following the expiration or termination of the engagement with the Representative.

Stabilization

In connection with this offering, and their bona fide officers or partners. The underwriter’s warrants will provide for adjustmentthe underwriter may engage in the number and price of the underwriter’s warrants and thestabilizing transactions. Stabilizing transactions permit bids to purchase shares of common stock underlying such underwriter’s warrantsso long as the stabilizing bids do not exceed a specified maximum and are engaged in the event of recapitalization, merger, stock split or other structural transaction, or a future financing undertaken by us.

Lock-Ups

Our officers, directors and certain holders of more than 5.0% of our outstanding shares of common stock have agreed that, for a period of 90 days from the date of this prospectus, they will not, subject to certain exceptions, offer, pledge, sell, contract to sell, sell any option, right or warrant to purchase, lend or otherwise transfer or dispose, directly or indirectly, any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock without the prior written consent of Newbridge. Additionally, we have also agreed that, for a period of 90 days from the date of this prospectus, we will not, subject to certain exceptions, offer, pledge, sell, contract to sell, sell any option, right or warrant to purchase, lend or otherwise transfer or dispose, directly or indirectly, any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock without the prior written consent of Newbridge, except that we may sell shares under our existing at-the-market offering program with Ascendiant Capital Markets, LLC after 30 days from the date of this prospectus. Newbridge, in its sole discretion, may release any of the securities subject to these lock-up agreements at any time without notice.

Nasdaq Capital Market Listing

Our common stock is listed on the Nasdaq Capital Market under the symbol “NDRA.” There is no established trading market for the warrants, and we do not expect a trading market to develop. We do not intend to list the warrants on the Nasdaq Capital Market or on any national securities exchange or nationally recognized trading system. Without a trading market, the liquidity of the warrants will be extremely limited.

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Expenses and Reimbursements

We estimate that our portion of the total expenses of this offering will be $                           , which includes the fees and expenses for which we have agreed to reimburse the underwriter, including the fees and disbursements of counsel for the underwriter, in connection with the offering in an amount not to exceed $100,000.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of shares of common stock in this offering is complete, SEC rules may limit the ability of the underwriter to bid for and purchase shares of our common stock. As an exception to these rules, underwriters are permitted to engage in certain transactions which stabilize the price of the shares of common stock, which may include short sales, covering transactions and stabilizing transactions. Short sales involve sales of shares of common stock in excess of the number of shares to be purchased by the underwriter in the offering, which creates a short position. “Covered” short sales are sales made in an amount not greater than the underwriter’s option to purchase additional shares of common stock from us in the offering. An underwriter may close out any covered short position by either exercising its option to purchase additional shares of common stock or purchasing shares of common stock in the open market. In determining the source of shares of common stock to close out the covered short position, the underwriter will consider, among other things, the price of shares of common stock available for purchase in the open market as compared to the share price at which the underwriter may purchase through its option to purchase additional shares. “Naked” short sales are any sales in excess of such option. The underwriter must close out any naked short position by purchasing shares of common stock in the open market. A naked short position is more likely to be created if the underwriter is concerned that there may be downward pressure on the price of the shares of common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of the shares of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriter may also impose a penalty bid. This occurs when a particular underwriter repays to another underwriter a portion of the underwriting discount received by it because the representative has repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Neither we nor the underwriter make any representation or prediction as to the direction or magnitude of any effect that the transactions described above might have on our shares of common stock. Any of these activities may have the effectpurpose of preventing or retarding a decline in the market price of our shares of common stock. They may also cause the price of the shares of common stock to be higher than the price that would otherwise exist in the open market in the absence of these transactions. If an underwriter commences any of these transactions, it may discontinue them at any time without notice.

We expect that delivery of the shares will be made to investors on or about                                     , 2023 (such settlement being referred to as “T+2”).

Electronic Distribution

In connection withwhile the offering the underwriter or any securities dealers may distribute prospectuses by electronic means, such as e-mail.

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is in progress.

Other Relationships

The underwriter is a full service financial institution engagedand its respective affiliates may in various activities, which may include securities trading, commercial andthe future engage in investment banking financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The underwriter and its affiliates may, from time to time, engage in transactions with and perform services for usother commercial dealings in the ordinary course of its business for which itwith us or our affiliates. The underwriter may in the future receive customary fees and reimbursement of expenses. commissions for these transactions.

In the ordinary course of its various business activities, the underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include(including bank loans and/or credit default swaps)loans) for itstheir own account and for the accounts of its customers, and may at any time hold long and short positions in such securities and instruments. Such investmentsinvestment and securities activities may involve securities and/or instruments of ours or our affiliates.the issuer. The underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Sales Outside the United States

No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of our common stock or accompanying warrants, or the possession, circulation or distribution of this prospectus or any other material relating to us or our common stock in any jurisdiction where action for that purpose is required. Accordingly, the shares of common stock and accompanying warrants may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material or advertisements in connection with our common stock and accompanying warrants may be distributed or published, in or from any country or jurisdiction, except in compliance with any applicable rules and regulations of any such country or jurisdiction.

The underwriter may arrange to sell the common stock and accompanying warrants offered hereby in certain jurisdictions outside the United States, either directly or through affiliates, where it is permitted to do so.

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Indemnification

We have agreed to indemnify the underwriter against certain liabilities, including certain liabilities arising under the Securities Act, or to contribute to payments that the underwriter may be required to make for these liabilities.

Electronic Offer, Sale and Distribution

A prospectus supplement in electronic format may be made available on the websites maintained by the underwriter, if any, participating in this offering and the underwriter may distribute prospectus supplements electronically. Other than the prospectus supplement in electronic format, the information on these websites is not part of this prospectus supplement, the accompanying prospectus or the registration statement of which this prospectus supplement and the accompanying prospectus form a part, has not been approved or endorsed by us or the underwriter, and should not be relied upon by investors.

Listing

Our shares of common stock are listed on The Nasdaq Capital Market under the symbol “NDRA.”

Transfer Agent

The transfer agent for our common stock is VStock Transfer, LLC.

LEGAL MATTERS

The validity of the shares of common stocksecurities offered by this prospectus will be passed upon for us by K&L Gates LLP, Charlotte, North Carolina. McGuireWoods LLP is acting as counsel for the underwriterThe Representative has been represented in connection with this offering.offering by Ellenoff Grossman & Schole LLP, New York, New York.

EXPERTS

RBSM LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022,2023, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company's ability to continue as a going concern as described in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022)2023), which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements are incorporated by reference in reliance on RBSM LLP’S report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

Available Information

We file reports, proxy statements and other information with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC.

Our website address is www.endrainc.com. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus. We have included our website address as an inactive textual reference only.

This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed therewith or the documents incorporated by reference herein. For further information about us and the common stock, pre-funded warrants and warrants offered hereby, we refer you to the registration statement and the exhibits filed thereto and to the documents incorporated by reference herein. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement or to a document incorporated by reference herein are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement or a document incorporated by reference herein. You may inspect a copy of the registration statement at the SEC’s website, as provided above.

INCORPORATION BY REFERENCE

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.

We incorporate by reference our documents listed below and any future filings made by us with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including any Compensation Committee report and performance graph or any information furnished pursuant to Item 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.

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This prospectus incorporates by reference our Annual Report on Form 10-K for the year ended December 31, 2022,2023, filed with the SEC on March 16, 2023.28, 2024.

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to the effectiveness of such registration statement or after the date of this prospectus and prior to the termination of the offering of all of the securities covered hereby, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.

You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address:

ENDRA Life Sciences Inc.

3600 Green Court, Suite 350

Ann Arbor, Michigan 48105

Telephone: (734) 335-0468

Exhibits to the filings will not be sent unless those exhibits have been specifically incorporated by reference in this prospectus.

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ENDRA Life Sciences Inc.

[●] Shares of Common Stock

Pre-Funded Warrants to purchase up to [●] Shares of Common Stock

Series A Warrants to purchase up to [●] Shares of Common Stock

Series B Warrants to purchase up to [●] Shares of Common Stock and

[●] Shares of Common Stock underlying the Pre-Funded Warrants, Series A Warrants, and Series B Warrants

_______________________

PROSPECTUS

_______________________

Craig-Hallum

___________, 2024

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Other Expenses of Issuance and Distribution

The following (other than the fees of the SEC and the Financial Industry Regulatory Authority (“FINRA”)) are estimates of theestimated expenses that the registrant may incur in connection with the offering and sale of the securities being registered hereby. All such expenseshereby, are to be paid by the registrant.as follows:

SEC registration fee		$		[●]
FINRA filing fee		$		[●]
Accounting fees and expenses		$		[●]
Legal fees and expenses		$	[●]
Printing		$	[●]
Printing expensesExpense reimbursement to underwriter		$
Transfer agent fees and expenses				[●]
Miscellaneous		$		[●]
Total		$		[●]

Item 14. Indemnification of Directors and Officers.

Indemnification of Directors and Officers

The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the Fourth Amended and Restated Certificate of Incorporation of ENDRA Life Sciences Inc., a Delaware corporation.

Section 145 of the DGCL, or Section 145, provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

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Section 102(b)(7) of the DGCL allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Company’s Certificate of Incorporation provides for this limitation of liability. Article NINTH of our Fourth Amended and Restated Certificate of Incorporation states that our directors shall not be personally liable to us or to our stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability.

Article EIGHTH of our Fourth Amended and Restated Certificate of Incorporation provides that we shall indemnify (and advance expenses to) our officers and directors to the full extent permitted by the DGCL.

All of the Company’s directors and officers are covered by insurance policies maintained by the Company against specified liabilities for actions taken in their capacities as such, including liabilities under the Securities Act. Such insurance also insures us against losses which we may incur in indemnifying our officers and directors.

As permitted by the DGCL, we have entered into indemnification agreements with each of our directors and executive officers that require us to indemnify them against various actions including, but not limited to, third-party actions where such director or executive officer, by reason of his or her corporate status, is a party or is threatened to be made a party to an action, or by reason of anything done or not done by such director in any such capacity. We indemnify directors and executive officers against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on behalf of such directors or executive officers and for any expenses actually and reasonably incurred by such directors or executive officers in connection with such action, if such directors or executive officers acted in good faith and in a manner they reasonably believed to be in or not opposed to our best interests, and with respect to any criminal proceeding, had no reasonable cause to believe their conduct was unlawful. We also intend to advance to our directors and executive officers expenses (including attorney’s fees) incurred by or on behalf of such directors and executive officers in advance of the final disposition of any action after our receipt of a statement or statements from directors or executive officers requesting such payment or payments from time to time, provided that such statement or statements are preceded or accompanied by a written undertaking, by or on behalf of such directors or executive officers, to repay such amount if it shall ultimately be determined that they are not entitled to be indemnified against such expenses by us.

The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification or advancement of expenses, including, among others, provisions about submitting a written request to us that includes such documentation and information as is reasonably available to the director or executive officer and is reasonably necessary to determine entitlement to indemnification and provisions.

Item 15.

Item 15. Recent Sales of Unregistered Securities.

None.On November 30, 2023, the Company issued 202,020 shares of restricted common stock (the “Restricted Stock”) of the Company to PatentVest, Inc. (“PatentVest”) pursuant to a Restricted Stock Agreement and Consulting Services Agreement, each with PatentVest, in exchange for certain services related to the Company’s patent portfolio. The Restricted Stock is subject to a vesting schedule pursuant to the Restricted Stock Agreement and the shares may not be sold, assigned, transferred, pledged, hypothecated, disposed of or otherwise encumbered prior to becoming vested. The Restricted Stock was offered and sold in reliance upon the exemption from the registration set forth under Section 4(a)(2) of the Securities Act, and the regulations promulgated thereunder relating to sales by an issuer not involving any public offering, and in reliance on similar exemptions under applicable state laws.

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Item 16. Exhibits

Item 16.	Exhibits and Financial Statements Schedules
Exhibit     Incorporated by Reference Number   Exhibit Description Filed Herewith Form Exhibit Filing Date 1.1   Form of Underwriting Agreement X       3.1   Fourth Amended and Restated Certificate of Incorporation of the Company   8-K 3.2 05/12/17 3.2   Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation   8-K 3.1 12/08/22 3.3   Amended and Restated Bylaws of the Company   S-1 3.4 12/06/16 4.1   Specimen Certificate representing shares of common stock of the Company   S-1 4.1 11/21/16 4.2   Form of Series A Warrant X       4.3   Form of Series B Warrant X       4.4   Form of Pre-Funded Warrant X       4.5   Form of Underwriters’ Warrant X       4.6   Form of Lock-Up Agreement X       5.1†   Opinion of K&L Gates LLP         10.1   ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan *   S-1 10.4 12/06/16 10.2   First Amendment to ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan*   DEF 14A Appx. A 05/10/18 10.3   Form of Stock Option Award under 2016 Omnibus Incentive Plan*   S-1 10.5 12/06/16 10.4   Form of Restricted Stock Unit Award under 2016 Omnibus Incentive Plan*   S-1 10.6 12/06/16 10.5   Non-Employee Director Compensation Policy, effective January 30, 2023*   10-K 10.6 03/16/23 10.6   Form of Indemnification Agreement by and between the Company and each of its directors and executive officers*   S-1 10.8 11/21/16 10.7   Amended and Restated Employment Agreement, dated May 12, 2017, by and between the Company and Francois Michelon*   8-K 10.1 05/12/17 10.8   First Amendment to Employment Agreement, dated December 27, 2019, by and between the Company and Francois Michelon*   8-K 10.1 12/27/19 10.9   Amended and Restated Employment Agreement, dated May 12, 2017, by and between the Company and Michael Thornton*   8-K 10.2 05/12/17 10.10   First Amendment to Employment Agreement, dated December 27, 2019, by and between the Company and Michael Thornton*   8-K 10.2 12/27/19 10.11   Collaborative Research Agreement, dated April 22, 2016, by and between the Company and General Electric Company   S-1 10.17 11/21/16 10.12   Amendment to Collaborative Research Agreement, dated April 21, 2017, by and between the Company and General Electric Company   S-1 10.21 05/03/17 10.13   Amendment 2 to Collaborative Research Agreement, dated January 30, 2018, by and between the Company and General Electric Company   8-K 10.1 01/30/18
(a) Exhibits

Exhibit No.		Description
1.1*		Form of Underwriting Agreement
3.1		Fourth Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on May 12, 2017).
3.2		Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 8, 2022).
3.3		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 (File No. 333-214724), as amended, originally filed on December 6, 2016).
4.1		Specimen Certificate representing shares of common stock of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-214724), originally filed on November 21, 2016).
4.2*		Form of Warrant
4.3†		Form of Underwriter’s Warrant
4.4*		Form of Warrant Agency Agreement
4.5		Description of Securities (incorporated by reference to Exhibit 4.12 to the Company’s Annual Report on Form 10-K filed on March 30, 2022).
5.1†		Opinion of K&L Gates LLP
10.1+		ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-214724), as amended, originally filed on December 6, 2016).
10.2+		First Amendment to ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed on May 10, 2018).
10.3+		Form of Stock Option Award under 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-214724), as amended, originally filed on December 6, 2016).
10.4+		Form of Restricted Stock Unit Award under 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-214724), as amended, originally filed on December 6, 2016).
10.5+		Non-Employee Director Compensation Policy, effective April 9, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 14, 2020).
10.6+		Non-Employee Director Compensation Policy, effective January 30, 2023 (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed on March 16, 2023).
10.7+		Form of Indemnification Agreement by and between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-214724), originally filed on November 21, 2016).
10.8+		Amended and Restated Employment Agreement, dated May 12, 2017, by and between the Company and Francois Michelon (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 12, 2017).
10.9+		First Amendment to Employment Agreement, dated December 27, 2019, by and between the Company and Francois Michelon (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 27, 2019).
10.10+		Amended and Restated Employment Agreement, dated May 12, 2017, by and between the Company and Michael Thornton (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 12, 2017).

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