ENDRA Life Sciences (NDRA) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 6, 2024, and will be held virtually, allowing shareholders to vote and submit questions online.

• Shareholders of record as of June 12, 2024, are eligible to vote on six key proposals, including director elections, executive compensation, warrant issuance, share authorization, reverse stock split, and auditor ratification.

• The Board recommends voting in favor of all proposals and has provided detailed instructions for participation and voting by internet, phone, or mail.

Voting matters and shareholder proposals

• Proposals include electing five directors, an advisory vote on executive compensation, authorizing issuance of shares for certain warrants, increasing authorized common stock to 1 billion shares, a reverse stock split (1-for-20 to 1-for-50), and ratifying the appointment of RBSM LLP as auditor.

• The Board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2025 meeting by February 20, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of five members, with four deemed independent under Nasdaq standards.

• The Board has Audit, Compensation, and Corporate Governance and Nominating Committees, all composed of independent directors.

• The Chairman and CEO roles are combined, currently held by Francois Michelon, with flexibility to separate roles as needed.

• Directors are encouraged to attend annual meetings, and a Code of Ethics applies to all directors, officers, and employees.