Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 5, 2024, Irina Pestrikova notified ENDRA Life Sciences Inc. ("ENDRA" or the "Company") of her resignation as the Company's Senior Director, Finance, effective August 7, 2024. Ms. Pestrikova's resignation is not in connection with any disagreement relating to the Company's operations, policies, or practices. Ms. Pestrikova may provide consulting services to the Company after her resignation, as desired and agreed to between Ms. Pestrikova and Company management, in order to assist with the transitional matters.

On August 8, 2024, the Company's Board of Directors (the "Board of Directors") appointed Richard Jacroux as Head of Finance. Mr. Jacroux will serve as the Company's principal financial officer in such role.

Mr. Jacroux, age 57, has been a consultant for the Company since March 2024. Mr. Jacroux has over 20 years of experience in financial management and accounting. Mr. Jacroux began his career at Ernst & Young LLP and has held the role of Chief Financial Officer at several technology companies, including IUNU and Buddy Platform, Ltd. Mr. Jacroux is the founder of Impact Solve, LLC, an accounting and fractional chief financial officer service firm. In addition, he is an adjunct professor in the Business Department at the University of Washington. Mr. Jacroux received a BA in business administration and accounting from the University of Washington, and an MBA from the Kellogg School of Management. Mr. Jacroux receives a base monthly fee of $8,650 plus expenses in respect of his services to the Company.

There are no family relationships between Mr. Jacroux and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.