ENDRA Life Sciences (NDRA) Proxy Filing summary

Executive summary

• Special meeting scheduled for October 28, 2024, to consider a reverse stock split proposal via virtual webcast.

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

• Only stockholders of record as of September 6, 2024, are entitled to vote.

Voting matters and shareholder proposals

• Main proposal is to approve amendments to the Certificate of Incorporation for a reverse stock split at a ratio between 1-for-4 and 1-for-35, with the specific ratio to be chosen by the Board within one year.

• Board recommends voting FOR the reverse stock split proposal.

• No other matters are expected to be brought before the meeting.

• Future shareholder proposals for the 2025 annual meeting must be received by February 20, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board has discretion to select the reverse split ratio and timing, or to abandon the split entirely within one year of the meeting.

• Board intends to effect the split to regain Nasdaq compliance by November 20, 2024, if necessary.

• No plans to use the split as part of a going private transaction or anti-takeover measure.