ENDRA Life Sciences agrees to merge with Renergen in $50M private placement deal
ENDRA Life Sciences Inc. signed a definitive merger agreement on June 25, 2026, to combine with Renergen Limited, a South African helium and liquefied natural gas producer, via a reverse triangular merger structure. Concurrently, Noble Africa LLC, an ASPI subsidiary serving as the intermediate holding company, agreed to sell approximately $50 million in Class A and Class B units to institutional and other investors at $6.57 per unit. ASPI will contribute its entire equity interest in Renergen to Noble in exchange for 55.5 million Class B units, giving ASPI 10 votes per share post-closing. Upon merger effectiveness, ENDRA will be renamed Noble Africa Inc. and will operate as the combined parent company.
Key facts
- Merger agreement executed June 25, 2026, by ENDRA, Renergen Limited, ASP Isotopes Inc., Noble Africa LLC, and Kruger Merger Sub LLC
- Noble Investment: approximately $50 million in aggregate gross proceeds at $6.57 per unit (Class A Units and Class B Units)
- ASP contribution: 55,500,000 Class B Units to Noble in exchange for Renergen equity, valuing Renergen at $364,635,000
- ENDRA to be renamed Noble Africa Inc. with two classes of common stock (Class A: 1 vote per share; Class B: 10 votes per share)
- ENDRA stockholders holding 268,395 shares executed voting agreements to support stockholder matters
- Closing conditions include PubCo Cash requirement of at least $3.8 million and OPIC consent under Finance Agreement
- Outside Date for closing: December 24, 2026
- Post-closing Board: seven directors (one CEO Director, five Noble-designated directors, one ENDRA-designated director); staggered three-class structure
- Reverse stock split to be implemented pre-closing to maintain Nasdaq compliance
- Registration statement on Form S-4 to be filed with SEC; special meeting of ENDRA stockholders required for approval
Why it matters
ENDRA shareholders will acquire exposure to Renergen's helium production and LNG operations at a fixed valuation while ASP gains effective control of the combined public company through the dual-class voting structure, but the concentration of voting power in Class B shares may limit minority shareholder influence on strategic decisions.
Share
Derived from 8-K filed 2026-06-26. Not investment advice. View the source filing on SEC.gov →