UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) December 5, 2019
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:
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
1.01
Entry
into a Material Definitive Agreement.
Securities Purchase Agreement and Offerings of Stock and
Warrants
On
December 11, 2019, ENDRA Life Sciences Inc. (the
“Company”) filed with the Securities and Exchange
Commission (the “Commission”) a Current Report on Form
8-K (the “Original Filing”) reporting the
Company’s entry into a Securities Purchase Agreement (the
“Purchase Agreement”), dated as of December 5, 2019,
with accredited investors (the “Investors”) pursuant to
which the Company conducted a private placement offering of
6,338.490 shares of its Series A Convertible Preferred Stock
(“Preferred Stock”), approximately 0.9 million shares
of its common stock (“Common Stock”) and warrants
exercisable for an aggregate 8.2 million shares of Common Stock.
This amendment to the Original Filing (this
“Amendment”) is being filed to clarify, in regards to
the disclosure in Item 1.01 of the Original Filing under the
heading “Securities Purchase Agreement and Offering of Stock
and Warrants,” that the closing on December 11, 2019
consisted of (i) the issuance of 5,809.090 shares of Preferred
Stock, approximately 0.8 million shares of Common Stock and
warrants exercisable for an aggregate of approximately 7.5 million
shares of Common Stock to Investors party to the Securities
Purchase Agreement as of December 5, 2019 and (ii) the issuance of
529.400 shares of Preferred Stock, approximately 0.1 million shares
of Common Stock and warrants exercisable for an aggregate of
approximately 0.7 million shares of Common Stock to Investors who
joined as parties to the Securities Purchase Agreement as of
December 10, 2019.
Compliance with Nasdaq Equity Rule
Additionally,
this Amendment is being filed to supplement the disclosure
contained in Item 1.01 of the Original Filing to report that, as a
result of the completion of the private placements described above,
as of the date of the Original Filing, the Company believes it has
regained compliance with Listing Rule 5550(b)(1) of The Nasdaq
Stock Market LLC (“Nasdaq”), which requires the Company
to maintain a minimum $2,500,000 of stockholders’ equity for
continued listing on the Nasdaq Capital Market (the “Equity
Rule”). The Company previously reported in its Current Report
on Form 8-K filed with the Commission on August 16, 2019 that it
had received a notification from the Listing Qualifications Staff
of Nasdaq notifying the Company that, based on its Form 10-Q for
the period ended June 30, 2019, the Company no longer maintained
the minimum stockholders’ equity required for continued
listing on The Nasdaq Capital Market under the Equity Rule. The
Company understands that Nasdaq will continue to monitor the
Company’s ongoing compliance with the Equity Rule and, if at
the time of its next periodic report the Company does not evidence
compliance, that it may be subject to delisting.
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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December
13, 2019
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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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