As filed with the Securities and Exchange Commission on March 28, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ENDRA LIFE SCIENCES INC.

(Exact name of registrant as specified in its charter)

Delaware		26-0579295
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3600 Green Court, Suite 350 48105

Ann Arbor, MI (Zip Code)

(Address of principal executive offices)

ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan

(Full title of the plan)

Francois Michelon

Chief Executive Officer

ENDRA Life Sciences Inc.

3600 Green Court, Suite 350

Ann Arbor, MI 48105

(Name and address of agent for service)

(734) 335-0468

(Telephone number, including area code,

of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act. □

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register an additional 1,717,783 shares of Common Stock under the ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan, as amended (the “Plan”), as a result of an evergreen provision in the Plan providing that the total number of shares of Common Stock reserved for issuance under the Plan is automatically increased as of each January 1.

These additional shares of Common Stock are securities of the same class as other securities for which the Registration Statements on Form S-8 (File Nos. 333-218894, 333-233178, 333-237415, 333-254713, 333-263992 and 333-270616) (the “Prior Registration Statements”) were filed with the Securities and Exchange Commission (the “Commission”) on June 21, 2017, August 9, 2019, March 26, 2020, March 25, 2021, March 30, 2022 and March 16, 2023, respectively. In accordance with Instruction E of Form S-8, the content of the Prior Registration Statements are incorporated herein by reference and made a part of this Registration Statement on Form S-8.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The information required by this Item 1 is omitted from this registration statement in accordance with Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

The information required by this Item 2 is omitted from this registration statement in accordance with Rule 428(b)(1) of the Securities Act and the Note to Part I of Form S-8.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been filed by ENDRA Life Sciences Inc. (the “Registrant”) with the Commission and are incorporated herein by reference:

·

Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 28, 2022; and

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·

The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form S-1, originally filed with the Commission on November 21, 2016, as amended (File No. 333-214724), which description is incorporated by reference into the Registrant’s Registration Statement on Form 8-A, originally filed with the Commission pursuant to Section 12(g) of the Exchange Act on December 16, 2016 (File No. 001-37969), including any further amendment or report filed hereafter for the purpose of updating such description.

All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents. The Registrant is not incorporating by reference any reports or documents or portions thereof that are not considered to be “filed” with the Commission.

Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 8. Exhibits.

Exhibit Number		Description
4.1		Fourth Amended and Restated Certificate of Incorporation of ENDRA Life Sciences Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on May 12, 2017)
4.2		Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 18, 2020)
4.3		Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 8, 2022)
4.4		Amended and Restated Bylaws of ENDRA Life Sciences Inc. (incorporated by reference to Exhibit 3.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214724) filed on December 6, 2016)
4.5		ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214724) filed on December 6, 2016)
4.6		First Amendment to ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on May 10, 2018)
4.7		Form of Stock Option Award under ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214724) filed on December 6, 2016)
4.8		Form of Restricted Stock Unit Award under ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-214724) filed on December 6, 2016)
5.1*		Opinion of K&L Gates LLP
23.1*		Consent of RBSM LLP, Independent Registered Public Accounting Firm
23.2		Consent of K&L Gates LLP (contained in Exhibit 5.1)
24.1		Power of Attorney (included on the signature page of this Registration Statement)
107.1*		Filing Fee Table

* - Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ann Arbor, State of Michigan, on March 28, 2024.

	ENDRA Life Sciences Inc.
	By:	/s/ Francois Michelon
		Francois Michelon Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Francois Michelon and Irina Pestrikova, and each of them, his/her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, severally, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

            Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated, in each case on March 28, 2024:

Signature		Title
/s/ Francois Michelon		Chief Executive Officer and Director
Francois Michelon		(Principal Executive Officer)
/s/ Irina Pestrikova		Senior Director of Finance
Irina Pestrikova		(Principal Financial Officer and Principal Accounting Officer)
/s/ Louis J. Basenese		Director
Louis J. Basenese
/s/ Anthony DiGiandomenico		Director
Anthony DiGiandomenico
/s/ Michael Harsh		Director
Michael Harsh
/s/ Alexander Tokman		Director
Alexander Tokman

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EXHIBIT 5.1

March 28, 2024

ENDRA Life Sciences Inc.

3600 Green Court, Suite 350

Ann Arbor, MI 48105

Ladies and Gentlemen:

We have acted as special counsel to you in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 1,717,783 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of ENDRA Life Sciences Inc., a Delaware corporation (the “Company”), issuable pursuant to the ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan, as amended (the “Plan”). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Plan.

You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering that opinion, we have examined: (a) the Registration Statement, (b) the Company’s Fourth Amended and Restated Certificate of Incorporation, as amended through the date hereof, (c) the Company’s Amended and Restated Bylaws, as amended through the date hereof, (d) the Plan, (e) resolutions adopted by the Board of Directors of the Company (the “Board of Directors”) approving the Registration Statement, the Plan, and the issuance of the Shares under the Plan (the “Board Resolutions”), (f) resolutions adopted by the Stockholders of the Company (the “Stockholders”), approving the Plan (the “Stockholder Resolutions” and, together with the Board Resolutions, the (the “Plan Resolutions”) (g) a certificate of an officer of the Company, dated as of the date hereof. Other than our review of the documents listed in (a) through (g) above, we have not reviewed any other documents or made any independent investigation for the purpose of rendering this opinion.

For the purposes of this opinion letter, we have assumed that: (a) each document submitted to us is accurate and complete; (b) each such document that is an original is authentic; (c) each such document that is a copy conforms to an authentic original; (d) all signatures on each such document are genuine; and (e) the Company is and shall remain at all times a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. We have further assumed the legal capacity of natural persons, and we have assumed that each party to the documents we have examined or relied on has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make such documents enforceable against that party. We have not verified any of those assumptions.

K&L Gates LLP

300 south Tryon Street suite 1000   Charlotte   NC 28202

T +1 704 331 7400  F +1 704 331 7598  klgates.com

ENDRA Life Sciences Inc.

March 28, 2024

Page 2

In rendering our opinion below, we also have assumed that: (a) the Company will have sufficient authorized and unissued shares of Common Stock at the time of each issuance of any Shares under the Plan; (b) the Shares will be evidenced by appropriate certificates, duly executed and delivered or the Board of Directors will adopt a resolution providing that all Shares shall be uncertificated in accordance with Section 158 of the Delaware General Corporation Law (the “DGCL”) prior to their issuance; (c) the issuance of each Share will be duly noted in the Company’s stock ledger upon its issuance; (d) the Company will receive consideration for each Share at least equal to the par value of such share of Common Stock and in the amount required by the Plan (or the Award Agreement issued thereunder); and (e) prior to the issuance of any Shares under the Plan, the Board of Directors (or a duly authorized committee thereof) will duly authorize each Award granted under the Plan pursuant to an Award Agreement and in accordance with the DGCL and the Plan (the “Authorizing Resolutions” and, together with the Plan Resolutions, the “Resolutions”).

Our opinion set forth below is limited to the DGCL and reported decisions interpreting the DGCL.

Based upon and subject to the foregoing, it is our opinion that the Shares (a) are duly authorized for issuance by the Company pursuant to, and on the terms set forth in, the Plan and, (b) when, and if, issued pursuant to the terms of the Plan, the Resolutions and the applicable Award Agreement, will be validly issued, fully paid, and nonassessable.

This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 28, 2024 on the consolidated financial statements of ENDRA Life Sciences Inc. and its subsidiaries, appearing in the annual report on Form 10-K of ENDRA Life Sciences Inc. for the year ended December 31, 2023.  Our report includes an explanatory paragraph expressing substantial doubt regarding the Company’s ability to continue as a going concern.

/s/ RBSM LLP

New York, NY

March 28, 2024

EXHIBIT 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

ENDRA LIFE SCIENCES INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered

Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered1	Proposed Maximum Offering Price Per Unit2	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.0001 par value per share, to be issued under the Registrant’s 2016 Omnibus Incentive Plan	457(c) and 457(h)	1,717,7833	$0.8955	$1,538,274.68	$147.60 per $1,000,000	$227.05
Total Offering Amounts					$1,538,274.68		$227.05
Total Fee Offsets							-
Net Fee Due							$227.05

_______________

¹ Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate number of additional shares of the Registrant’s common stock (“Common Stock”) as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction.

² Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based on the average of the high and low prices for the Registrant’s Common Stock on March 27, 2024, as reported on The Nasdaq Capital Market.

³ Represents additional shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2016 Omnibus Incentive Plan, as amended (the “Plan”), on January 1, 2024 pursuant to an annual “evergreen” increase provision contained in the Plan. Pursuant to such provision, the number of shares reserved for issuance under the Plan automatically increases on each January 1 by the lesser of (a) the number of shares necessary such that the aggregate number of shares available under the Plan equals 25% of the number of fully-diluted outstanding shares on the increase date (assuming the conversion of all outstanding shares of preferred stock and other outstanding convertible securities and the exercise of all outstanding options and warrants to purchase shares), and (b) a number of shares determined by the Registrant’s board of directors.