UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): March 29,
2018
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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
5.08
Shareholder
Director Nominations
On
March 29, 2018, ENDRA Life Sciences Inc. (the
“Company”) filed a Current Report on Form 8-K (the
“Original Filing”) reporting the date of the
Company’s 2018 annual meeting of stockholders (the
“Annual Meeting”). This amendment to the Original
Filing amends, restates and replaces in its entirety the Original
Filing and is being filed to report that on April 13, 2018, the
Company’s Board of Directors (the “Board”)
approved the rescheduling of the date of the Annual Meeting from
Tuesday, May 8, 2018 to Tuesday, June 12, 2018 in order to
accommodate scheduling considerations and timing requirements
relating to the distribution of proxy materials. The time and
location of the Annual Meeting will be set forth in the
Company’s proxy statement for the Annual
Meeting.
In
addition, the Board has established the close of business on April
30, 2018 as the record date for the determination of stockholders
who are entitled to notice of, and to vote at, the Annual Meeting
and any adjournments or postponements thereof. This replaces the
record date of March 30, 2018 reported in the Original
Filing.
If any
stockholder of the Company intends to nominate a person for
election to the Board or to propose other business for
consideration at the Annual Meeting, the deadline for submitting
notice of such nomination or proposal is the close of business on
April 23, 2018. Any notice should be delivered to the Company at
3600 Green Court, Suite 350, Ann Arbor, Michigan 48105, Attention:
Corporate Secretary. Any nomination or proposal must comply with
Delaware law, the rules and regulations of the Securities and
Exchange Commission and the Company’s Amended and Restated
Bylaws, as applicable.
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:
April 13, 2018
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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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