ENDRA and ASP Isotopes amend merger terms for Noble Africa deal
The October 1, 2026 amendment lifts a warrant ownership cap, de-classifies the planned board, and raises Renergen's borrowing room under an ASPI loan facility.
ENDRA Life Sciences Inc. disclosed in an 8-K dated October 1, 2026 that it signed a First Amendment to its Agreement and Plan of Merger with ASP Isotopes Inc. (ASPI), Noble Africa LLC, and Renergen Limited. The original Merger Agreement, dated June 25, 2026, provides for Merger Sub to merge into Noble, with Noble surviving as a direct wholly-owned subsidiary of ENDRA.1
The amendment makes several changes. It permits ENDRA to amend warrants issued to LHE LNG Holdings, a wholly-owned subsidiary of ASPI referred to as the ASP Affiliate; removes the requirement that the post-closing combined company board be classified into three separate classes; revises the minimum cash closing condition to $3,800,002.59, less certain agreed-upon expenses to permit ENDRA to engage in investor relations activities; and replaces ENDRA's charter form to drop classified-board and supermajority-vote provisions.1 It also allows Renergen to enter a fifth addendum to its Term Loan Facility Agreement with ASPI, raising Renergen's borrowing capacity from ASPI from $80 million to up to $120 million, and contemplates a sixth addendum that would further raise the cap to up to $200 million before closing.1
Separately, ENDRA and the ASP Affiliate signed amendments to the Common Stock Purchase Warrant and Pre-Funded Common Stock Purchase Warrant originally issued May 27, 2026. Those original warrants covered up to 511,541 pre-funded shares at a $0.0001 exercise price and up to 1,156,774 common warrant shares at a $6.57 exercise price, alongside a sale of 66,846 shares of common stock.1 The new amendments remove the 4.99% beneficial ownership limitation on the ASP Affiliate's ability to exercise each warrant.1 A portion of the pre-funded warrants (324,372 shares) and all common warrants still require stockholder approval before they become exercisable.1
ENDRA intends to file a Form S-4 registration statement containing a proxy statement and prospectus related to the proposed transactions.1
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