Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 8, 2017
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ENDRA Life Sciences Inc.
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(Exact
name of registrant as specified in its charter)
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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): (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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Employment Agreements
Effective
upon the closing of the initial public offering of units (the
“Offering”) of ENDRA Life Sciences, Inc. (the
“Company”) on May 12, 2017, the Company entered into
amended and restated employment agreements (the “Employment
Agreements” and each, an “Employment Agreement”)
with Francois Michelon, its Chief Executive Officer and Chairman of
its Board of Directors, and Michael Thornton, its Chief Technology
Officer. As described in the prospectus (the
“Prospectus”), dated May 8, 2017, filed by the Company
with the Securities and Exchange Commission (the
“Commission”) on May 10, 2017 pursuant to Rule
424(b)(1) under the Securities Act of 1933, as amended (the
“Securities Act”), under the heading “Employment
Agreements and Change of Control Arrangements,” Mr.
Michelon’s Employment Agreement provides for an annual base
salary of $325,000 and eligibility for an annual cash bonus up to a
percentage of such base salary (in 2016, up to 35% of his base
salary then in effect). Mr. Thornton’s Employment Agreement
provides for an annual base salary of $245,000 and eligibility for
an annual cash bonus up to a percentage of such base salary (in
2016, up to 22% of his base salary then in effect). The Employment
Agreements also provide for eligibility to receive benefits
substantially similar to those of the Company’s other senior
executive officers.
Pursuant
to the Employment Agreements, Mr. Michelon and Mr. Thornton were
each granted stock options (the “Stock Options”) to
purchase a number of shares of the Company’s common stock,
par value $0.0001 per share (“Common Stock”), that,
taken together with the number of shares such officer already held,
equals 5.0% of the Company’s total issued and outstanding
shares of Common Stock on the date of grant on a fully diluted
basis. The Stock Options have an exercise price equal to $5.00, the
price per unit to the public in the Offering, and vest in three
equal annual installments beginning on the first anniversary of the
grant date.
The
foregoing description of the Employment Agreements does not purport
to be complete and is qualified in its entirety by reference to the
full text of the Employment Agreements, copies of which are filed
as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and
incorporated herein by reference.
Consulting Agreement
On May
12, 2017, the Company entered into a consulting agreement (the
“Consulting Agreement”) with StoryCorp Consulting
(“StoryCorp”), pursuant to which David Wells will
continue to provide services to the Company as its Chief Financial
Officer. Pursuant to the Consulting Agreement, the Company will pay
to StoryCorp a monthly fee of $9,000. Additionally, pursuant to the
Consulting Agreement, the Company granted to Mr. Wells a stock
option to purchase 15,000 shares of Common Stock in connection with
the closing of the Offering, having an exercise price per share
equal to $5.00 (the price per unit to the public in the Offering)
and vesting in twelve equal quarterly installments, and will grant
to Mr. Wells a stock option to purchase the same number of shares
of Common Stock with the same terms on each annual anniversary of
the date of the Consulting Agreement. The Consulting Agreement
supersedes the consulting agreement previously in effect between
the Company and StoryCorp.
The
foregoing description of the Consulting Agreement does not purport
to be complete and is qualified in its entirety by reference to the
full text of the Consulting Agreement, a copy of which is filed as
Exhibit 10.3 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Changes in Fiscal Year.
Certificate of Amendment to Certificate of
Incorporation
On May
8, 2017, the Company filed a Certificate of Amendment (the
“Certificate of Amendment”) to its Third Amended and
Restated Certificate of Incorporation (the “Charter”)
with the Secretary of State of the State of Delaware to effect a
one-for-3.5 reverse split (the “Reverse Split”) of the
Company’s Common Stock, with no reduction in authorized
capital stock. Pursuant to the terms of the Certificate of
Amendment, the Reverse Split became effective at 11:59 p.m. Eastern
Time on May 8, 2017. The Reverse Split was previously approved by
holders of a majority of the Company’s issued and outstanding
Common Stock.
The
foregoing description of the Certificate of Amendment is qualified
in its entirety by reference to the full text of the Certificate of
Amendment, which is filed as Exhibit 3.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
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Amended and Restated Certificate of Incorporation
On May
9, 2017, in connection with the Offering, the Company amended and
restated its Charter (as amended and restated, the “Fourth
Amended and Restated Charter”).
The
foregoing description of the Fourth Amended and Restated Charter is
qualified in its entirety by reference to the full text of the
Fourth Amended and Restated Charter, which is filed as Exhibit 3.2
to this Current Report on Form 8-K and is incorporated herein by
reference.
9.01.
Financial Statements and Exhibits.
The
exhibits required to be filed as a part of this Form 8-K are listed
in the Exhibit Index attached hereto and incorporated herein by
reference.
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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.
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ENDRA Life Sciences Inc.
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Date:
May 12, 2017
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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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Chief
Executive Officer and Director
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EXHIBIT
INDEX
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Exhibit No.
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Description
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Certificate
of Amendment to the Company’s Third Amended and Restated
Certificate of Incorporation, dated May 8, 2017.
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Fourth
Amended and Restated Certificate of Incorporation of the Company,
dated May 9, 2017.
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Amended
and Restated Employment Agreement, dated May 12, 2017, by and
between the Company and Francois Michelon.
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Amended
and Restated Employment Agreement, dated May 12, 2017, by and
between the Company and Michael Thornton.
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Consulting
Agreement, dated May 12, 2017, by and between the Company and
StoryCorp Consulting.
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