Blueprint
Filed Pursuant to Rule
424(b)(3)
Registration No. 333-226917
ENDRA Life Sciences Inc.
Prospectus
$10,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
This prospectus relates to common
stock, preferred stock, debt securities and warrants that ENDRA
Life Sciences Inc. may sell from time to time in one or more
offerings on terms to be determined at the time of sale. We will
provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement
carefully before you invest. This prospectus may not be used to
offer and sell securities unless accompanied by a prospectus
supplement for those securities.
These
securities may be sold directly by us, through dealers or agents
designated from time to time, to or through underwriters or through
a combination of these methods. See “Plan of
Distribution” in this prospectus. We may also describe the
plan of distribution for any particular offering of these
securities in any applicable prospectus supplement. If any agents,
underwriters or dealers are involved in the sale of any securities
in respect of which this prospectus is being delivered, we will
disclose their names and the nature of our arrangements with them
in a prospectus supplement. The net proceeds we expect to receive
from any such sale will also be included in a prospectus
supplement.
Our
common stock trades on the Nasdaq Capital Market under the symbol
“NDRA.” On August 13, 2018, the last reported sale
price for our common stock was $2.27 per share. Warrants issued in
our May 2017 initial public offering are traded on the Nasdaq
Capital Market under the symbol “NDRAW.”
We are
an “Emerging Growth Company” as defined in the
Jumpstart Our Business Startups Act of 2012 and, as such, have
elected to comply with certain reduced public company reporting
requirements for this prospectus and future filings. See
“Prospectus Summary − Implications of Being an Emerging
Growth Company.”
INVESTING
IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD REVIEW CAREFULLY THE
RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK
FACTORS” CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT
AND ANY RELATED FREE WRITING PROSPECTUS, AND UNDER SIMILAR HEADINGS
IN OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS OR ANY SUCH PROSPECTUS SUPPLEMENT. SEE “RISK
FACTORS” ON PAGE 3 OF
THIS PROSPECTUS.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The
date of this prospectus is September 4, 2018.
Table of Contents
|
Page
|
ABOUT THIS PROSPECTUS
|
1
|
FORWARD-LOOKING STATEMENTS
|
1
|
THE COMPANY
|
2
|
RISK FACTORS
|
3
|
USE OF PROCEEDS
|
4
|
DESCRIPTION OF SECURITIES WE MAY OFFER
|
4
|
DESCRIPTION OF COMMON STOCK WE MAY OFFER
|
4
|
DESCRIPTION OF PREFERRED STOCK WE MAY OFFER
|
5
|
PLAN OF DISTRIBUTION
|
6
|
LEGAL MATTERS
|
7
|
EXPERTS
|
7
|
WHERE YOU CAN FIND MORE INFORMATION
|
7
|
INCORPORATION BY REFERENCE
|
8
|
ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission, or the SEC,
utilizing a “shelf” registration process. Under this
shelf process, we may from time to time sell any combination of
securities described in this prospectus in one or more
offerings.
This
prospectus provides you with a general description of the
securities we may offer. Each time we sell securities under this
shelf registration process, we will provide a prospectus supplement
that will contain specific information about the terms of the
securities being offered. That prospectus supplement may include a
discussion of any risk factors or other special consideration that
apply to those securities. The prospectus supplement may also add,
update or change information contained in this prospectus. If there
is any inconsistency between the information in this prospectus and
a prospectus supplement, you should rely on the information in that
prospectus supplement. You should read both this prospectus and any
applicable prospectus supplement together with additional
information described below under the headings “Where You Can
Find More Information” and “Incorporation by
Reference.”
When
acquiring any securities discussed in this prospectus, you should
rely on the information provided in this prospectus and the
prospectus supplement, including the information incorporated by
reference. Neither we, nor any underwriters or agents, have
authorized anyone to provide you with different information. We are
not offering the securities in any state where such an offer is
prohibited. You should not assume that the information in this
prospectus, any prospectus supplement, or any document incorporated
by reference, is truthful or complete at any date other than the
date mentioned on the cover page of those documents. You should
also carefully review the section entitled “Risk
Factors”, which highlights certain risks associated with an
investment in our securities, to determine whether an investment in
our securities is appropriate for you.
Unless
otherwise stated or the context requires otherwise, references to
“ENDRA”, the “Company,” “we,”
“us” or “our” are to ENDRA Life Sciences
Inc.
FORWARD-LOOKING STATEMENTS
Certain
information set forth in this prospectus or incorporated by
reference in this prospectus may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the
Exchange Act, that are intended to be covered by the “safe
harbor” created by those sections. Forward-looking
statements, which are based on certain assumptions and describe our
future plans, strategies and expectations, can generally be
identified by the use of forward-looking terms such as
“believe,” “expect,” “may,”
“will,” “should,” “would,”
“could,” “seek,” “intend,”
“plan,” “estimate,” “goal,”
“anticipate,” “project” or other comparable
terms. All statements other than statements of historical facts
included in this prospectus regarding our strategies, prospects,
financial condition, operations, costs, plans and objectives are
forward-looking statements. Examples of forward-looking statements
include, among others, statements we make regarding: expectations
for revenues, cash flows and financial performance, the anticipated
results of our development efforts and the timing for receipt of
required regulatory approvals and product launches.
Forward-looking
statements are neither historical facts nor assurances of future
performance. Instead, they are based only on our current beliefs,
expectations and assumptions regarding the future of our business,
future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside our control.
Our actual results and financial condition may differ materially
from those in the forward-looking statements. Therefore, you should
not rely on any of these forward-looking statements. Important
factors that could cause our actual results and financial condition
to differ materially from those indicated in the forward-looking
statements include, among others, the following:
●
our limited
commercial experience, limited cash and history of
losses;
●
our ability to
obtain adequate financing to fund our business operations in the
future;
●
our ability to
achieve profitability;
●
our ability to
develop a commercially feasible application based on our TAEUS
technology;
●
market acceptance
of our technology;
●
results of our
human studies, which may be negative or inconclusive;
●
our ability to find
and maintain development partners;
●
our reliance on
collaborations and strategic alliances and licensing
arrangements;
●
the amount and
nature of competition in our industry;
●
our ability to
protect our intellectual property;
●
potential changes
in the healthcare industry or third-party reimbursement
practices;
●
delays and changes
in regulatory requirements, policy and guidelines including
potential delays in submitting required regulatory applications for
CE mark certification or FDA approval;
●
our ability to
obtain CE mark certification and secure required FDA and other
governmental approvals for our TAEUS applications;
●
our ability to
comply with regulation by various federal, state, local and foreign
governmental agencies and to maintain necessary regulatory
clearances or approvals; and
●
the other risks and
uncertainties described in the Risk Factors and in
Management’s Discussion and Analysis of Financial Condition
and Results of Operations sections of this prospectus.
We urge
you to consider those risks and uncertainties in evaluating our
forward-looking statements. All subsequent written and oral
forward-looking statements attributable to us or to persons acting
on our behalf are expressly qualified in their entirety by the
applicable cautionary statements. We further caution readers not to
place undue reliance upon any such forward-looking statements,
which speak only as of the date made. Except as otherwise required
by the federal securities laws, we undertake no obligation to
publicly update any forward-looking statement, whether written or
oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise.
THE COMPANY
We are
leveraging experience with pre-clinical enhanced ultrasound devices
to develop technology for increasing the capabilities of clinical
diagnostic ultrasound, to broaden patient access to the safe
diagnosis and treatment of a number of significant medical
conditions in circumstances where expensive X-ray computed
tomography (“CT”) and magnetic resonance imaging
(“MRI”) technology is unavailable or
impractical.
In
2010, we began marketing and selling our Nexus 128 system, which
combined light-based thermoacoustics and ultrasound to address the
imaging needs of researchers studying disease models in
pre-clinical applications. Building on this expertise in
thermoacoustics, we have developed a next-generation technology
platform — Thermo Acoustic Enhanced Ultrasound, or TAEUS
— which is intended to enhance the capability of clinical
ultrasound technology and support the diagnosis and treatment of a
number of significant medical conditions that currently require the
use of expensive CT or MRI imaging or where imaging is not
practical using existing technology.
Implications of Being an Emerging Growth Company
We are
an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and,
for as long as we continue to be an “emerging growth
company,” we may choose to take advantage of exemptions from
various reporting requirements applicable to other public companies
but not to “emerging growth companies,” including, but
not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act
of 2002, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and stockholder approval of any
golden parachute payments not previously approved. We could be an
“emerging growth company” until December 31, 2022, or
until the earliest of (i) the last day of the first fiscal year in
which our annual gross revenues exceed $1.07 billion, (ii) the date
that we become a “large accelerated filer” as defined
in Rule 12b-2 under the Securities Exchange Act of 1934, as
amended, which would occur if the market value of our common stock
that is held by non-affiliates exceeds $700 million as of the last
business day of our most recently completed second fiscal quarter,
or (iii) the date on which we have issued more than $1 billion in
non-convertible debt during the preceding three-year period. We are
choosing to “opt out” of the extended transition
periods available under the JOBS Act for complying with new or
revised accounting standards, but intend to take advantage of the
other exemptions discussed above.
We are
also currently considered a “smaller reporting
company,” which generally means that we have a public float
of less than $75 million. If we are still considered a
“smaller reporting company” at such time as we cease to
be an “emerging growth company,” we will be subject to
increased disclosure requirements. However, the disclosure
requirements will still be less than they would be if we were not
considered either an “emerging growth company” or a
“smaller reporting company.” Specifically, similar to
“emerging growth companies,” “smaller reporting
companies” are able to provide simplified executive
compensation disclosures in their filings; are exempt from the
provisions of Section 404(b) of the Sarbanes-Oxley Act requiring
that independent registered public accounting firms provide an
attestation report on the effectiveness of internal control over
financial reporting; and have certain other decreased disclosure
obligations in their SEC filings, including, among other things,
being required to provide only two years of audited financial
statements in annual reports.
Corporate Information
We were
incorporated in Delaware in July 2007 and have a wholly-owned
subsidiary, ENDRA Life Sciences Canada Inc. Our corporate
headquarters is located at 3600 Green Court, Suite 350, Ann Arbor,
Michigan 48105-1570. Our website can be accessed at
www.endrainc.com. The telephone number of our principal
executive office is (734)
335-0468. The information contained on, or that may be
obtained from, our website is not, and shall not be deemed to be, a
part of this prospectus.
Investing in our
securities involves a high degree of risk. You should carefully
consider the risk factors described in our Annual Report on Form
10-K for our most recent fiscal year (together with any material
changes thereto contained in subsequently filed Quarterly Reports
on Form 10-Q) and those contained in our other filings with the
SEC, which are incorporated by reference in this prospectus and any
accompanying prospectus supplement.
The
prospectus supplement applicable to each type or series of
securities we offer may contain a discussion of risks applicable to
the particular types of securities that we are offering under that
prospectus supplement. Prior to making a decision about investing
in our securities, you should carefully consider the specific
factors discussed under the caption “Risk Factors” in
the applicable prospectus supplement, together with all of the
other information contained in the prospectus supplement or
appearing or incorporated by reference in this prospectus. These
risks could materially affect our business, results of operations
or financial condition and cause the value of our securities to
decline. You could lose all or part of your
investment.
USE OF PROCEEDS
We
currently intend to use the estimated net proceeds from the sale of
these securities for working capital and general corporate
purposes, including to fund our product development efforts and to
fund our commercialization activities for our TAEUS technology.
Accordingly, our management will have significant discretion and
flexibility in applying the net proceeds from the sale of these
securities. Our plans to use the estimated net proceeds from the
sale of these securities may change, and if they do, we will update
this information in a prospectus supplement.
DESCRIPTION OF SECURITIES WE MAY OFFER
We may
issue from time to time, in one or more offerings, the following
securities:
●
shares of common
stock;
●
shares of preferred
stock;
●
debt securities,
which may include senior debt securities, subordinated debt
securities and senior subordinated debt securities;
and
●
warrants for the
purchase of debt securities, preferred stock or common
stock.
Set
forth below is a description of the common stock and preferred
stock that may be offered under this prospectus. We will set forth
in the applicable prospectus supplement and/or free writing
prospectus a description of the debt securities and warrants that
may be offered under this prospectus. The terms of the offering of
our common stock, preferred stock or any such other securities, the
initial offering price and the net proceeds to us will be contained
in the prospectus supplement, and other offering material, relating
to such offer.
We may
sell the securities being offered pursuant to this prospectus
directly to purchasers, to or through underwriters, through dealers
or agents, or through a combination of such methods. The prospectus
supplement with respect to the securities being offered will set
forth the terms of the offering of those securities, including the
names of any such underwriters, dealers or agents, the purchase
price, the net proceeds to us, any underwriting discounts and other
items constituting underwriters’ compensation, the initial
public offering price, any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchanges on which
such securities may be listed.
DESCRIPTION OF COMMON STOCK WE MAY OFFER
The
following summary description of our common stock is based on the
provisions of our certificate of incorporation and bylaws, and the
applicable provisions of the General Corporation Law of the State
of Delaware. This information may not be complete in all respects
and is qualified entirely by reference to the provisions of our
Fourth Amended and Restated Certificate of Incorporation (the
“Certificate of Incorporation”), and our amended and
restated bylaws (the “Bylaws”) and the General
Corporation Law of the State of Delaware. For information on how to
obtain copies of our Certificate of Incorporation and Bylaws, see
the discussion below under the heading “Where You Can Find
More Information.”
We may
offer our common stock issuable upon the conversion of debt
securities or preferred stock and upon the exercise of
warrants.
Authorized
Capital
We
currently have authority to issue 50,000,000 shares of our common
stock, par value of $0.0001 per share. As of August 13,
2018, 3,923,027
shares of our common stock were issued and outstanding, held of
record by 45 stockholders. Our authorized but unissued shares of
common stock are available for issuance without further action by
our stockholders, unless such action is required by applicable law
or the rules of any stock exchange or automated quotation system on
which our securities may be listed or traded.
Voting
Rights
Each
holder of our common stock is entitled to one vote for each such
share outstanding in the holder’s name. No holder
of common stock is entitled to cumulate votes in voting for
directors.
Dividend
and Liquidation Rights
The
holders of outstanding shares of our common stock are entitled to
such dividends as may be declared by our board of directors out of
funds legally available for such purpose. The shares of our common
stock are neither redeemable nor convertible. Holders of our common
stock have no preemptive or subscription rights to purchase any of
our securities. In the event of our liquidation, dissolution or
winding up, the holders of our common stock are entitled to receive
pro rata our assets, which are legally available for distribution,
after payments of all debts and other liabilities. All
of the outstanding shares of our common stock are fully paid and
non-assessable.
We have
never paid any cash dividends on our common stock.
Our
shares of common stock are listed on the Nasdaq Capital Market
under the symbol “NDRA.”
DESCRIPTION OF PREFERRED STOCK WE MAY OFFER
This
section describes the general terms and provisions of the preferred
stock we may offer. This information may not be complete in all
respects and is qualified entirely by reference to our Certificate
of Incorporation, with respect to each series of preferred stock.
The specific terms of any series will be described in a prospectus
supplement. Those terms may differ from the terms discussed below.
Any series of preferred stock we issue will be governed by our
Certificate of Incorporation and by the certificate of designations
relating to that series. We will file the certificate of
designations with the SEC and incorporate it by reference as an
exhibit to our registration statement at or before the time we
issue any preferred stock of that series.
Authorized Preferred Stock
Our
Certificate of Incorporation authorizes us to issue 10,000,000
shares of preferred stock, par value $0.0001 per share. As of August 13, 2018,
we had no shares of preferred stock issued and outstanding. Our
authorized but unissued shares of preferred stock are available for
issuance without further action by our stockholders, unless such
action is required by applicable law or the rules of any stock
exchange or automated quotation system on which our securities may
be listed or traded.
Our
board of directors has the authority to issue preferred stock in
one or more series and to fix the designations, powers, rights,
preferences, qualifications, limitations and restrictions thereof.
These designations, powers, rights and preferences could include
voting rights, dividend rights, dissolution rights, conversion
rights, exchange rights, redemption rights, liquidation
preferences, and the number of shares constituting any series or
the designation of such series, any or all of which may be greater
than the rights of common stock. The issuance of preferred stock
could adversely affect the voting power of holders of common stock
and the likelihood that such holders will receive dividend payments
and payments upon liquidation. In addition, the issuance of
preferred stock could have the effect of delaying, deferring or
preventing change in our control or other corporate action. No
shares of our preferred stock are currently issued and
outstanding.
Specific Terms of a Series of Preferred Stock
The
preferred stock we may offer will be issued in one or more series.
A prospectus supplement will discuss the following features of the
series of preferred stock to which it relates:
●
the designations
and stated value per share;
●
the number of
shares offered;
●
the amount of
liquidation preference per share;
●
the public offering
price at which the preferred stock will be issued;
●
the dividend rate,
the method of its calculation, the dates on which dividends would
be paid and the dates, if any, from which dividends would
cumulate;
●
any redemption or
sinking fund provisions;
●
any conversion or
exchange rights; and
●
any additional
voting, dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges, limitations and
restrictions.
PLAN OF DISTRIBUTION
We may
sell the securities offered by this prospectus to one or more
underwriters or dealers for public offering, through agents,
directly to purchasers or through a combination of any such methods
of sale. The name of any such underwriters, dealers or agents
involved in the offer and sale of the securities, the amounts
underwritten and the nature of its obligation to take the
securities will be specified in the applicable prospectus
supplement. We have reserved the right to sell the securities
directly to investors on our own behalf in those jurisdictions
where we are authorized to do so. The sale of the securities
may be effected in transactions (a) on any national or
international securities exchange or quotation service on which the
securities may be listed or quoted at the time of sale, (b) in the
over-the-counter market, (c) in transactions otherwise than on such
exchanges or in the over-the-counter market or (d) through the
writing of options.
We and
our agents and underwriters may offer and sell the securities at a
fixed price or prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The
securities may be offered on an exchange, which will be disclosed
in the applicable prospectus supplement. We may, from time to
time, authorize dealers, acting as our agents, to offer and sell
the securities upon such terms and conditions as set forth in the
applicable prospectus supplement.
If we
use underwriters to sell securities, we will enter into an
underwriting agreement with them at the time of the sale to them.
In connection with the sale of the securities, underwriters
may receive compensation from us in the form of underwriting
discounts or commissions and may also receive commissions from
purchasers of the securities for whom they may act as agent.
Any underwriting compensation paid by us to underwriters or
agents in connection with the offering of the securities, and any
discounts, concessions or commissions allowed by underwriters to
participating dealers, will be set forth in the applicable
prospectus supplement to the extent required by applicable law.
Underwriters may sell the securities to or through dealers,
and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters or commissions
(which may be changed from time to time) from the purchasers for
whom they may act as agents.
Dealers
and agents participating in the distribution of the securities may
be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the
securities may be deemed to be underwriting discounts and
commissions under the Securities Act. Unless otherwise
indicated in the applicable prospectus supplement, an agent will be
acting on a best efforts basis and a dealer will purchase debt
securities as a principal, and may then resell the debt securities
at varying prices to be determined by the dealer.
If so
indicated in the prospectus supplement, we will authorize
underwriters, dealers or agents to solicit offers by certain
specified institutions to purchase offered securities from us at
the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. Such contracts
will be subject to any conditions set forth in the applicable
prospectus supplement and the prospectus supplement will set forth
the commission payable for solicitation of such contracts.
The underwriters and other persons soliciting such contracts
will have no responsibility for the validity or performance of any
such contracts.
Underwriters,
dealers and agents may be entitled, under agreements entered into
with us, to indemnification against and contribution towards
certain civil liabilities, including any liabilities under the
Securities Act.
To
facilitate the offering of securities, certain persons
participating in the offering may engage in transactions that
stabilize, maintain, or otherwise affect the price of the
securities. These may include over-allotment, stabilization,
syndicate short covering transactions and penalty bids.
Over-allotment involves sales in excess of the offering size,
which creates a short position. Stabilizing transactions
involve bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Syndicate
short covering transactions involve purchases of securities in the
open market after the distribution has been completed in order to
cover syndicate short positions. Penalty bids permit the
underwriters to reclaim selling concessions from dealers when the
securities originally sold by the dealers are purchased in covering
transactions to cover syndicate short positions. These
transactions may cause the price of the securities sold in an
offering to be higher than it would otherwise be. These
transactions, if commenced, may be discontinued by the underwriters
at any time.
Any
securities other than our common stock issued hereunder may be new
issues of securities with no established trading market. Any
underwriters or agents to or through whom such securities are sold
for public offering and sale may make a market in such securities,
but such underwriters or agents will not be obligated to do so and
may discontinue any market making at any time without notice.
No assurance can be given as to the liquidity of the trading
market for any such securities. The amount of expenses
expected to be incurred by us in connection with any issuance of
securities will be set forth in the applicable prospectus
supplement. Certain of the underwriters, dealers or agents
and their associates may engage in transactions with, and perform
services for, us and certain of our affiliates in the ordinary
course of business.
During
such time as we may be engaged in a distribution of the securities
covered by this prospectus we are required to comply with
Regulation M promulgated under the Exchange Act. With certain
exceptions, Regulation M precludes us, any affiliated purchasers,
and any broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to
induce any person to bid for or purchase, any security which is the
subject of the distribution until the entire distribution is
complete. Regulation M also restricts bids or purchases made
in order to stabilize the price of a security in connection with
the distribution of that security. All of the foregoing may
affect the marketability of our shares of common
stock.
LEGAL MATTERS
The
validity and legality of the securities offered hereby and certain
other legal matters will be passed upon for the Company by K&L
Gates LLP, Charlotte, North Carolina.
EXPERTS
RBSM
LLP, independent registered public accounting firm, has audited our
financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2017, which is incorporated by
reference into this prospectus and the registration statement of
which this prospectus is a part. Our financial statements are
incorporated by reference in reliance on RBSM LLP’s report,
given on their authority as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and special reports, proxy statements and other
information with the SEC. You can inspect and copy these reports,
proxy statements and other information at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, D. C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
the Public Reference Room. The SEC also maintains a web site that
contains reports, proxy and information statements and other
information regarding issuers, such as ENDRA Life Sciences Inc.
(www.sec.gov). Our web site is located at www.endrainc.com. The
information contained on, or that may be obtained from, our website
is not, and shall not be deemed to be, a part of this
prospectus.
We will
provide, upon written or oral request, without charge to you,
including any beneficial owner to whom this prospectus is
delivered, a copy of any or all of the documents incorporated
herein by reference other than the exhibits to those documents,
unless the exhibits are specifically incorporated by reference into
the information that this prospectus incorporates. You should
direct a request for copies to ENDRA Life Sciences Inc., 3600 Green
Court, Suite 350, Ann Arbor, Michigan 48105; Telephone: (734)
335-0468.
INCORPORATION BY REFERENCE
The SEC
allows us to “incorporate by reference” information
from other documents that we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is considered
to be part of this prospectus. Information in this prospectus
supersedes information incorporated by reference that we filed with
the SEC prior to the date of this prospectus.
We
incorporate by reference into this prospectus and the registration
statement of which this prospectus is a part the information or
documents listed below that we have filed with the SEC:
●
Annual Report on
Form 10-K for the fiscal year ended December 31, 2017 filed with
the SEC on March 20, 2018 (as amended by Form 10-K/A filed with the
SEC on April 13, 2018);
●
Quarterly Report on
Form 10-Q for the quarter ended March 31, 2018 filed with the SEC
on May 15, 2018 and for the quarter ended June 30, 2018 filed with
the SEC on August 13, 2018;
●
Current Reports on
Form 8-K filed with the SEC on February 5, 2018, March 29, 2018 (as
amended by Form 8-K/A filed on April 13, 2018), June 15, 2018; July
2, 2018; and August 17, 2018;
●
Definitive Proxy
Statement on Schedule 14A related to our 2018 Annual Meeting of
Stockholders, filed with the SEC on May 10, 2018; and
●
The description of
the Company’s common stock contained in the Company’s
Registration Statement on Form 8-A (File No. 001-37969) filed with
the SEC on December 16, 2016 pursuant to Section 12(g) of the
Exchange Act, including any amendment or reports filed for the
purpose of updating such description.
We also
incorporate by reference any future filings (other than current
reports furnished under Item 2.02 or Item 7.01 of Form 8-K and
exhibits filed on such form that are related to such items unless
such Form 8-K expressly provides to the contrary) made with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
including those made on or after the date of the initial filing of
the registration statement of which this prospectus is a part and
prior to effectiveness of such registration statement, until we
file a post-effective amendment that indicates the termination of
the offering of the Securities made by this prospectus and will
become a part of this prospectus from the date that such documents
are filed with the SEC. Information in such future filings updates
and supplements the information provided in this prospectus. Any
statements in any such future filings will automatically be deemed
to modify and supersede any information in any document we
previously filed with the SEC that is incorporated or deemed to be
incorporated herein by reference to the extent that statements in
the later filed document modify or replace such earlier
statements.
We will
furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, including
exhibits to these documents. You should direct any requests for
documents to ENDRA Life Sciences Inc., 3600 Green Court, Suite 350,
Ann Arbor, Michigan 48105; Telephone: (734) 335-0468. Copies of the
above reports may also be accessed from our web site at
www.endrainc.com. We have authorized no one to provide you with any
information that differs from that contained in this prospectus.
Accordingly, you should not rely on any information that is not
contained in this prospectus. You should not assume that the
information in this prospectus is accurate as of any date other
than the date of the front cover of this prospectus.
Any
statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus will be deemed to be
modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes
that statement. Any statement that is modified or superseded will
not constitute a part of this prospectus, except as modified or
superseded.
ENDRA Life Sciences Inc.
$10,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
PROSPECTUS
September 4, 2018