Endra Life Sciences Inc (NDRA)

[tw0122]

(1) Represents 1,200,000 shares of the Issuer’s Common Stock purchased by the Reporting Person and, due to a 9.99% beneficial ownership limitation, 6,721,648 shares of Common Stock issuable upon the exercise of pre-funded warrants exercisable within 60 days.

(2) Does not include 4,364,506 shares of Common Stock issuable upon the exercise of pre-funded warrants, which are subject to a 9.99% beneficial ownership limitation. Also does not include 12,286,154 Series A Warrants and 12,286,154 Series B Warrants, both of which are subject to 9.99% beneficial ownership limitation. The numbers in this Schedule 13G do not give effect to the increased numbers of shares potentially issuable under the Series A Warrants and Series B Warrants because the meeting to obtain the stockholder approval of the Series A Warrants and B Warrants and the Charter Amendment to increase the authorized shares of the Issuer’s common stock is not likely to occur within 60 days of June 4, 2024, and the beneficial ownership limitations will apply in any event.

(3) Based upon 72,574,120 shares of Common Stock outstanding upon closing of an offering based on the Issuer’s Prospectus dated June 4, 2024.

(4) The Reporting Person has not acquired the securities with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect, including any transaction subject to Rule 13d-3(