恩德拉生命科学美股招股说明书(2025-10-30版)

ENDRA Life Sciences Inc. $1,750,000 Common Stock ENDRA Life Sciences Inc. has entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Lucid CapitalMarkets, LLC (the “Sales Agent”) relating to the offer and sale of up to $1,750,000 of our common stock, par value $0.0001 per share(the “common stock”), offered by this prospectus supplement and the accompanying prospectus. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in transactionsthat are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “SecuritiesAct”), including sales made directly on or through the Nasdaq Capital Market (“Nasdaq”), the trading market for our common stock,or any other trading market in the United States for our common stock, sales made to or through a market maker other than on anexchange, directly to the Sales Agent as principal for its own account in negotiated transactions at market prices prevailing at the timeof sale or at prices related to such prevailing market prices, in privately negotiated transactions, in block trades, or through acombination of any such methods of sale. The Sales Agent will act as sales agent on a commercially reasonable efforts basis consistentwith its normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similararrangement. We will pay the Sales Agent a commission equal to 3.0% of the gross sales price per share of common stock issued by us and soldthrough the Sales Agent as our sales agent under the Sales Agreement. In connection with the sale of the common stock on our behalf,the Sales Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the SalesAgent will be deemed to be underwriting commissions or discounts. Our common stock trades on the Nasdaq Capital Market under the symbol “NDRA.” On October 28, 2025, the last reported sale pricefor our common stock was $5.28 per share. As of October 28, 2025, the aggregate market value of our outstanding common stock held by non-affiliates was $8,895,663 based on1,166,441 shares of outstanding common stock, of which 1,095,525 shares are held by non-affiliates, and the last reported sale price ofour common stock of $8.12 per share on October 13, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sellsecurities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so longas our public float remains below $75,000,000. As of the date of this prospectus, we have sold securities with an aggregate marketvalue of $1,188,639 pursuant to General Instruction 1.B.6 of Form S-3 during the 12-calendar month period that ends on and includesthe date hereof. INVESTING IN OUR SECURITIES INVOLVES RISKS.YOU SHOULD REVIEW CAREFULLY THE RISKS ANDUNCERTAINTIES DESCRIBED UNDER THE HEADING“RISK FACTORS”CONTAINED IN THE APPLICABLEPROSPECTUSSUPPLEMENT AND ANY RELATED FREE WRITING PROSPECTUS,AND UNDER SIMILARHEADINGS IN OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS ORANYSUCH PROSPECTUS SUPPLEMENT.SEE“RISK FACTORS”ON PAGE S-9 OF THIS PROSPECTUSSUPPLEMENT. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus.Any representation to the contrary is a criminaloffense. Lucid Capital Markets The date of this prospectus supplement is October 29, 2025. Table of Contents Prospectus SupplementPageABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING STATEMENTSS-2THE COMPANYS-4THE OFFERINGS-8RISK FACTORSS-9USE OF PROCEEDSS-19DIVIDEND POLICYS-19DILUTIONS-20PLAN OF DISTRIBUTIONS-21LEGAL MATTERSS-23EXPERTSS-23WHERE YOU CAN FIND MORE INFORMATIONS-23INCORPORATION BY REFERENCES-24 Base Prospectus ABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS2THE COMPANY4RISK FACTORS7USE OF PROCEEDS8DESCRIPTION OF SECURITIES WE MAY OFFER8DESCRIPTION OF COMMON STOCK WE MAY OFFER9DESCRIPTION OF PREFERRED STOCK WE MAY OFFER10DESCRIPTION OF DEBT SECURITIES WE MAY OFFER11DESCRIPTION OF WARRANTS WE MAY OFFER19DESCRIPTION OF UNITS WE MAY OFFER20CERTAIN PROVISIONS OF DELAWARE LAW AND OF THE COMPANY’S CERTIFICATE OF INCORPORATIONAND BYLAWS21PLAN OF DISTRIBUTION23LEGAL MATTERS25EXPERTS25WHERE YOU CAN FIND MORE INFORMATION25INCORPORATION BY REFERENCE26 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering andcommon stock and the method of distribution of shares of common stock sold in the offering. The second part is the accompanyingprospectus, which gives more general information, some of which may not apply to the offering or shares of common stock soldtherein. Both documents contain important information