SCHEDULE 13D: Director Boosts ENDRA Life Sciences Stake to 9.99%

Anthony DiGiandomenico, a director at ENDRA Life Sciences Inc., has increased his beneficial ownership to 9.99% of the company's common stock.

Summary

• Anthony DiGiandomenico, a director of ENDRA Life Sciences Inc., beneficially owns 121,622 shares of the company's common stock.
• This ownership represents 9.99% of the outstanding common stock, calculated based on 1,166,441 shares outstanding as of November 14, 2025.
• The total includes 70,881 common shares, 9 shares issuable from options, and warrants to purchase up to 50,800 shares.
• Warrants to purchase an additional 90,844 shares are excluded due to a 9.99% beneficial ownership limitation.
• Mr. DiGiandomenico acquired 70,824 shares from the market or public/private offerings between 2020 and October 2025 using personal funds.
• Other shares and derivative securities were issued in connection with his services as a director.
• On October 10, 2025, he purchased 70,822 shares of common stock and 141,644 warrants through a Securities Purchase Agreement at a price of $7.06 per unit.
• As a board member, Mr. DiGiandomenico may engage in discussions regarding the Issuer's operations, governance, and control, and may influence corporate activities.

Sentiment

Score: 7

Explanation: The filing indicates a director's increased personal investment in the company, which generally signals confidence in its future prospects. While it's a disclosure filing, the director's willingness to use personal funds for significant purchases is a positive indicator.

Positives

• A director, Anthony DiGiandomenico, has increased his stake in ENDRA Life Sciences Inc. to 9.99%, signaling confidence in the company.
• The director used personal funds to purchase 70,824 shares from the market or public/private offerings.

Risks

• The beneficial ownership limitation of 9.99% restricts Mr. DiGiandomenico from exercising warrants that would result in ownership exceeding this threshold.

Future Outlook

The reporting person, as a member of the Board of Directors, may review or reconsider his positions and/or change his purpose and/or formulate plans or proposals with respect to the Issuer's operations, governance, and control at any time.

Management Comments

• The Reporting Person is a member of the Board of Directors of the Issuer. In such capacity, he may engage in communications with the Board of Directors of the Issuer, members of management of the Issuer, other shareholders of the Issuer, financial and legal advisers and other parties regarding the Issuer, including but not limited to its operations, governance and control.
• In his capacity as a member of the Board, the Reporting Person may have influence over the corporate activities of the Issuer.

Industry Context

This filing is a standard disclosure of a significant ownership stake by an insider (director) in a publicly traded life sciences company. Such disclosures are common and provide transparency regarding insider confidence and potential influence. The involvement of a co-founder of MDB Capital Group LLC, a firm focused on corporate finance and capital formation for growth-oriented companies, suggests a strategic interest in the company's financial health and growth trajectory.

Comparison to Industry Standards

• Not applicable. This filing is a disclosure of beneficial ownership by an individual director and does not contain performance metrics or project results that can be compared to industry benchmarks or specific comparable companies.

Corporate Governance

Legal Proceedings

• The Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• The Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years.

Related Party Transactions

• Shares of Common Stock and derivative securities were issued to the Reporting Person in connection with his services to the Issuer as a director.
• On October 10, 2025, the Reporting Person purchased 70,822 shares of Common Stock and 141,644 warrants to purchase Common Stock from the Issuer pursuant to a Securities Purchase Agreement.

Stakeholder Impact

• Shareholders: The increased stake by a director could be viewed positively, signaling insider confidence. It also indicates a significant shareholder with potential influence over corporate governance and strategic direction.
• Management: The director's increased ownership and stated potential for influence could lead to more active engagement with management regarding operations and strategy.

Next Steps

• The Reporting Person may, at any time and from time to time, review or reconsider his positions and/or change his purpose and/or formulate plans or proposals with respect to the Issuer.

Key Dates

Recommendation

The filing indicates a director's increased personal investment, which is generally a positive signal of insider confidence. However, a Schedule 13D primarily discloses ownership and potential influence rather than providing new financial performance data or strategic initiatives that would warrant a 'buy' or 'sell' recommendation. The 9.99% beneficial ownership limitation on warrants also suggests a cap on immediate further accumulation. Therefore, a 'hold' recommendation is appropriate, acknowledging the positive insider action while awaiting further operational or financial updates.

Keywords

ENDRA Life Sciences, ENDRA, Anthony DiGiandomenico, Schedule 13D, beneficial ownership, common stock, director stake, corporate governance, MDB Capital Group, CLIR, ClearSign Technologies