ENDRA Life Sciences (NDRA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 9, 2025, via live webcast, with voting and Q&A available online.

• Proxy materials distributed electronically to conserve resources and reduce costs.

• Record date for voting is October 16, 2025; only holders of common stock and Series A Convertible Preferred Stock may vote.

• Board recommends voting FOR all proposals, including director elections, executive compensation, auditor ratification, amendments to the Certificate of Incorporation, and incentive plan changes.

Voting matters and shareholder proposals

• Six proposals: election of four directors, advisory vote on executive compensation, ratification of RBSM LLP as auditor, increase in authorized common stock, officer exculpation amendment, and amendment to the 2016 Omnibus Incentive Plan.

• Board recommends FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by June 30, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of four members; three are independent per Nasdaq standards.

• Chairman and CEO roles are combined; Board believes this structure enhances alignment and efficiency.

• Committees: Audit, Compensation, and Corporate Governance/Nominating, all with independent members.

• Directors are encouraged to attend annual meetings; all attended the previous year.

• Code of Business Conduct and Ethics applies to all directors, officers, and employees.