UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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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 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on June 22, 2022. The certified results of the matters voted upon at the meeting, which are more fully described in the Proxy Statement for the 2022 Annual Meeting of Stockholders of the Company as filed with the Securities and Exchange Commission on May 2, 2022 (the “Proxy Statement”), are as follows:
Proposal 1 – The Company’s stockholders elected the five 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 |
| Broker Non-Votes |
Francois Michelon | 15,067,232.74 |
| 2,073,923 |
| 15,380,274 |
Louis J. Basenese | 12,965,307.74 |
| 4,175,848 |
| 15,380,274 |
Anthony DiGiandomenico | 15,259,008.74 |
| 1,882,147 |
| 15,380,274 |
Michael Harsh | 15,265,222.74 |
| 1,875,933 |
| 15,380,274 |
Alexander Tokman | 15,338,194.74 |
| 1,802,961 |
| 15,380,274 |
Proposal 2 – The Company’s stockholders did not approve the amendment to the Company’s Certificate of Incorporation increasing the number of authorized shares of common stock from 80,000,000 shares to 130,000,000 shares. The proposal failed to receive the affirmative vote of the holders of a majority of the voting power of the stock of the Company entitled to vote thereon (as described in the Proxy Statement). The voting results regarding this proposal are set forth below:
For |
| Against |
| Abstain |
| Broker Non-Votes |
24,706,703.74 |
| 7,733,860 |
| 80,866 |
| 0 |
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, 2022:
For |
| Against |
| Abstain |
| Broker Non-Votes |
30,698,793.74 |
| 1,366,700 |
| 455,936 |
| 0 |
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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 23, 2022 |
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| By: | /s/ Francois Michelon |
| Name: | Francois Michelon |
| Title: | President and Chief Executive Officer |
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