8-K 1 ndra_8k.htm CURRENT REPORT ndra_8k
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 
Date of Report (Date of earliest event reported)
June 16, 2020
 
ENDRA Life Sciences Inc. 
 
(Exact name of registrant as specified in its charter)
 
Delaware  
 
001-37969
 
26-0579295
(State or other jurisdiction of incorporation
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
3600 Green Court, Suite 350 Ann Arbor, MI
 
48105
(Address of principal executive offices)
 
(Zip Code)
 
 
 
Registrant's telephone number, including area code
 
(734) 335-0468
 
 
 
 
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.0001 per share
NDRA
The Nasdaq Stock Market LLC
Warrants, each to purchase one shares of Common Stock
NDRAW
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☑
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

 
 
 
 
Item 5.03.     
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On June 17, 2020, ENDRA Life Sciences Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware effecting an amendment to increase the number of authorized shares of the Company’s common stock from 50,000,000 shares to 80,000,000 shares. The Certificate of Amendment was approved by the Company’s stockholders at the Annual Meeting (as defined below).
 
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
 
Item 5.07.      
Submission of Matters to a Vote of Security Holders.
 
The Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on June 16, 2020. The certified results of the matters voted upon at the meeting, which are more fully described in the Proxy Statement for the 2020 Annual Meeting of Stockholders of the Company as filed with the Securities and Exchange Commission on April 29, 2020, are as follows:
 
Proposal 1 – The Company’s stockholders elected the six directors nominated by the Company’s Board of Directors to serve until the next annual meeting of stockholders and the election of their successors:
 
 
For
 
Withheld
Francois Michelon
8,986,870
 
242,848
Louis J. Basenese
9,158,942
 
70,776
Anthony DiGiandomenico
8,639,705
 
590,013
Dr. Sanjiv Sam Gambhir
8,642,675
 
587,043
Michael Harsh
8,636,265
 
593,453
Alexander Tokman
8,696,356
 
533,362
 
Proposal 2 – The Company’s stockholders approved the Certificate of Amendment increasing the number of authorized shares of common stock from 50,000,000 shares to 80,000,000 shares.
 
For
 
Against
 
Abstain
8,682,700
 
521,565
 
25,453
 
Proposal 3 – The Company’s stockholders ratified the appointment of RBSM LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020:
 
For
 
Against
 
Abstain
9,078,046
 
85,483
 
66,189
 
There were no broker non-votes on these proposals.
 
Item 9.01.        
Financial Statements and Exhibits.
 
(d)        Exhibits.
 
Exhibit No.
 
Description
 
Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company.
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ENDRA Life Sciences Inc.
June 18, 2020
 
 
By: 
/s/ Francois Michelon
 
Name: 
Francois Michelon
 
Title:
President and Chief Executive Officer