0001654954-18-003928.txt : 20180413 0001654954-18-003928.hdr.sgml : 20180413 20180413164635 ACCESSION NUMBER: 0001654954-18-003928 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180329 ITEM INFORMATION: Shareholder Nominations Pursuant to Exchange Act Rule 14a-11 FILED AS OF DATE: 20180413 DATE AS OF CHANGE: 20180413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENDRA Life Sciences Inc. CENTRAL INDEX KEY: 0001681682 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 260579295 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37969 FILM NUMBER: 18754806 BUSINESS ADDRESS: STREET 1: 3600 GREEN COURT STREET 2: SUITE 350 CITY: ANN ARBOR STATE: MI ZIP: 48105 BUSINESS PHONE: 734-335-0468 MAIL ADDRESS: STREET 1: 3600 GREEN COURT STREET 2: SUITE 350 CITY: ANN ARBOR STATE: MI ZIP: 48105 FORMER COMPANY: FORMER CONFORMED NAME: Endra Inc. DATE OF NAME CHANGE: 20160805 8-K/A 1 ndra_8ka.htm FORM 8-K/A Blueprint
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K/A
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): March 29, 2018
 
 
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
 
Not Applicable
(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))
 
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 5.08    
Shareholder Director Nominations
 
On March 29, 2018, ENDRA Life Sciences Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Filing”) reporting the date of the Company’s 2018 annual meeting of stockholders (the “Annual Meeting”). This amendment to the Original Filing amends, restates and replaces in its entirety the Original Filing and is being filed to report that on April 13, 2018, the Company’s Board of Directors (the “Board”) approved the rescheduling of the date of the Annual Meeting from Tuesday, May 8, 2018 to Tuesday, June 12, 2018 in order to accommodate scheduling considerations and timing requirements relating to the distribution of proxy materials. The time and location of the Annual Meeting will be set forth in the Company’s proxy statement for the Annual Meeting.
 
In addition, the Board has established the close of business on April 30, 2018 as the record date for the determination of stockholders who are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. This replaces the record date of March 30, 2018 reported in the Original Filing.
 
If any stockholder of the Company intends to nominate a person for election to the Board or to propose other business for consideration at the Annual Meeting, the deadline for submitting notice of such nomination or proposal is the close of business on April 23, 2018. Any notice should be delivered to the Company at 3600 Green Court, Suite 350, Ann Arbor, Michigan 48105, Attention: Corporate Secretary. Any nomination or proposal must comply with Delaware law, the rules and regulations of the Securities and Exchange Commission and the Company’s Amended and Restated Bylaws, as applicable.
 
 
 
 
 
 
 
 
 
SIGNATURES
 
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.
 
Date: April 13, 2018
By:
/s/ Francois Michelon
 
Name:
Francois Michelon
 
Title:
Chief Executive Officer and Director