| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/01/2026 |
3. Issuer Name and Ticker or Trading Symbol
ENDRA Life Sciences Inc. [ NDRA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 66,846(1) | I | By LHE LNG Holdings LLC(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Pre-Funded Warrants | (3) | (3) | Common Stock | 511,541(3) | $0.0001 | I | By LHE LNG Holdings LLC(2) |
| Warrants | (4) | (4) | Common Stock | 1,156,774(4) | $6.57 | I | By LHE LNG Holdings LLC(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents 66,846 shares of common stock, par value $0.0001 per share (the "Common Stock"), of ENDRA Life Sciences Inc. (the "Issuer"), held by LHE LNG Holdings LLC ("LHE LNG"), a wholly owned subsidiary of ASP Isotopes Inc. (the "ASP Isotopes"). |
| 2. Represents securities held by LHE LNG. ASP Isotopes controls LHE LNG and may be deemed to beneficially own securities of the Issuer held by LHE LNG. ASP Isotopes and LHE LNG each disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. This report shall not be deemed an admission that ASP Isotopes or LHE LNG is the beneficial owner of such securities for purposes of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 3. Represents pre-funded warrants to purchase up to (i) 187,169 shares of Common Stock of the Issuer held by LHE LNG exercisable within 60 days of the date hereof and (ii) 324,372 shares of Common Stock of the Issuer held by LHE LNG exercisable on or after the date that the Issuer obtains stockholder approval of the issuance of the shares of Common Stock underlying the pre-funded warrants and warrants reported herein (the "Stockholder Approval"). The pre-funded warrants do not expire. |
| 4. Represents warrants to purchase an aggregate of up to 1,156,774 shares of Common Stock at an exercise price of $6.57 held by LHE LNG, which are not exercisable until Stockholder Approval is obtained. The warrants expire on May 27, 2031. |
| ASP Isotopes Inc., By: /s/ Donald G. Ainscow, Name: Donald G. Ainscow, Title: Executive Vice President, General Counsel and Secretary | 10/08/2026 | |
| LHE LNG Holdings LLC, By: /s/ Donald G. Ainscow, Title: Donald G. Ainscow, Executive Vice President, General Counsel and Secretary | 10/08/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||