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) August 9, 2023

 

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

 

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.

 

After adjourning its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on July 6, 2023 and July 25, 2023 due to a lack of quorum, ENDRA Life Sciences Inc. (the “Company”) held the Annual Meeting on August 9, 2023. The certified results of the matters voted upon at the meeting, which are more fully described in the Proxy Statement for the Annual Meeting as filed with the Securities and Exchange Commission on May 24, 2023 (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

 

2,024,988

 

120,602

 

838,376

Louis J. Basenese

 

1,628,081

 

517,509

 

838,376

Anthony DiGiandomenico

 

1,976,138

 

169,452

 

838,376

Michael Harsh

 

1,958,901

 

186,689

 

838,376

Alexander Tokman

 

2,054,532

 

91,058

 

838,376

 

Proposal 2 – The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

1,733,406

 

340,392

 

71,792

 

838,376

 

Proposal 3 – The Company’s stockholders recommended, on an advisory basis, holding advisory votes on the compensation paid to the Company’s named executive officers every year:

 

One Year

 

Two Years

 

Three Years

Abstain

 

Broker Non-Votes

1,743,563

 

111,671

 

241,373

48,983

 

838,376

 

In accordance with Item 5.07(d) of Form 8-K, the Company now reports that the Board of Directors has determined that the Company will hold the advisory (non-binding) vote on executive compensation once every year until the next required advisory vote on frequency, which will be no later than the Company’s annual meeting of stockholders occurring six years from the date of the Annual Meeting.

 

Proposal 4 – 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, 2023:

 

For

 

Against

 

Abstain

2,794,638

 

126,032

 

63,296

 

 

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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.

 

August 10, 2023

 

 

 

By: 

/s/ Francois Michelon

 

 

Name: 

Francois Michelon

 

 

Title:

President and Chief Executive Officer

 

 

 

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