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)
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August
19, 2020
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ENDRA Life Sciences Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-37969
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26-0579295
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(State
or other jurisdiction of incorporation
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3600
Green Court, Suite 350 Ann Arbor, MI
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48105
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(734)
335-0468
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(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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
stock, par value $0.0001 per share
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NDRA
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The
Nasdaq Stock Market LLC
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Warrants,
each to purchase one shares of Common Stock
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NDRAW
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The
Nasdaq Stock Market LLC
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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 3.01
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
August 19, 2020, ENDRA Life Sciences Inc. (the
“Company”) received a notification letter (the
“Notification Letter”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that the Company’s stockholders’
equity fell below $2.5 million, which does not meet the requirement
for continued listing on Nasdaq, as required by Nasdaq Listing Rule
5550(b)(1), and the Company does not meet the alternatives of
market value of listed securities or net income from continuing
operations under Nasdaq Listing Rule 5550(b).
The
Notification Letter provides that the Company has 45 days to submit
a plan to Nasdaq to regain compliance with Nasdaq Listing Rule
5550(b). If Nasdaq accepts the Company’s plan, the Company
will have up to 180 days, or until February 15, 2021, to regain
compliance with Nasdaq Listing Rule 5550(b). In order to regain
compliance with Nasdaq Listing Rule 5550(b), the Company must
maintain a minimum stockholders’ equity of $2.5 million, a
minimum market value of listed securities of $35 million or net
income from continuing operations of $500,000 in the most recently
completed fiscal year or in two of the last three most recently
completed fiscal years. If the Company does not regain compliance
with Rule 5550(b)(1) by satisfying the minimum stockholders’
equity requirement of $2.5 million or one of the other requirements
of Rule 5550(b) by February 15, 2021, then Nasdaq will provide
written notification to the Company that its securities will be
subject to delisting from The Nasdaq Capital Market. At that time,
the Company will be permitted to appeal Nasdaq’s
determination to a Listing Qualifications Panel, but there can be
no assurance Nasdaq would grant the Company’s request for
continued listing.
The
Company intends to continue actively monitoring its
stockholders’ equity and alternative listing requirements
between now and February 15, 2021 and will consider available
options to resolve the deficiency and regain compliance with Nasdaq
Listing Rule 5550(b).
Item
5.07
Submission
of Matters to a Vote of Security Holders.
On
August 3, 2020, the Company filed with the Securities and Exchange
Commission a Definitive Schedule 14A Consent Solicitation Statement
(the “Consent Solicitation”). The Consent Solicitation
solicited written consents of the Company’s stockholders
approving the potential issuance of an aggregate number of shares
of the Company’s common stock upon the exercise of certain
warrants at reduced exercise prices greater than 19.99% of the
number of shares outstanding prior to any such issuance, in
compliance with Nasdaq Listing Rule 5635(d).A majority of the total
votes cast on the proposal described in the Consent Solicitation
(the “Proposal”) were required for such proposal to be
approved under Nasdaq Listing Rule 5635(d). The deadline to consent
was initially 5:00 p.m. Eastern Time on August 13, 2020, subject to
early termination or extension at the Company’s
discretion. On August 10, 2020,
the Company extended the deadline to 5:00 p.m. Eastern Time on
August 20, 2020 (the “Final Deadline”) to allow more
opportunity for stockholders to submit consents with respect to the
Proposal.
A total
of 4,876,364 votes were received as of the Final Deadline.
4,405,646 votes were submitted to approve the Proposal, 447,045
votes were submitted against the Proposal and 23,673 votes were
submitted to abstain from the Proposal. Based on the votes received
as of the Final Deadline, the Company’s stockholders approved
the Proposal.
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.
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ENDRA Life Sciences Inc.
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August
21, 2020
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By:
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/s/
Francois Michelon
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Name:
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Francois
Michelon
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Title:
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President
and Chief Executive Officer
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