Attached files
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)
December 19,
2019
ENDRA Life Sciences Inc.
(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
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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:
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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 share 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 Offering of Stock and
Warrants
On
December 19, 2019, ENDRA Life Sciences Inc. (the
“Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with accredited investors
(the “Investors”) pursuant to which the Company
conducted a private placement offering (the “Offering”)
in which the Company sold 351.711 shares of its Series B
Convertible Preferred Stock (“Preferred Stock”) and
warrants (the “Warrants” and, together with the shares
Preferred Stock, the “Securities”) exercisable for an
aggregate of 426,316 shares of the Company’s common stock
(“Common Stock”) to the Investors for approximately
$405,000 of gross proceeds. The Company plans to use the net
proceeds from the Offering for working capital and general
corporate purposes.
In
connection with the closing of the Offering (the
“Closing”), the Company filed a Certificate of
Designations of Series B Convertible Preferred Stock (the
“Certificate of Designations”) with the Secretary of
State of the State of Delaware setting forth the rights and
preferences of the Preferred Stock. The Preferred Stock has
substantially the same rights and preferences as the
Company’s Series A Convertible Preferred Stock (“Series
A Preferred Stock”), except for a different conversion price
and trading price of Common Stock at which the Preferred Stock
becomes subject to automatic conversion. Each share of Preferred
Stock has a $1,000 issue price (the “Issue Price”).
Dividends accrue on the Issue Price at a rate of 6.0% per annum and
are payable to holders of Preferred Stock as, when and if declared
by the Company’s Board of Directors. Shares of Preferred
Stock, including accrued but unpaid dividends, are convertible into
Common Stock at a conversion price of $0.99 per share of Common
Stock. The conversion price is subject to proportional adjustment
for certain transactions relating to the Company’s capital
stock, including stock splits, stock dividends and similar
transactions. Holders of Preferred Stock are entitled to a
liquidation preference in the event of any liquidation, dissolution
or winding up of the Company based on their shares’ aggregate
Issue Price and accrued and unpaid dividends. Such liquidation
preference of Preferred Stock holders is on a pari passu basis with
holders of Series A Preferred Stock. Holders may convert their
shares of Preferred Stock into Common Stock at any time and the
Company has the right to cause each holder to convert their shares
of Preferred Stock in the event that (i) the average of the daily
volume-weighted average price of Common Stock over any 10
consecutive trading days is greater than $1.98 (as adjusted for
stock splits, stock dividends and similar transactions) and (ii)
there is then an effective registration statement registering under
the Securities Act of 1933, as amended (the “Securities
Act”), the resale of the shares of Common Stock issuable upon
such conversion of Preferred Stock (together, the “Forced
Conversion Conditions”). Holders of shares of Preferred Stock
vote with the holders of Common Stock, and with any other shares of
preferred stock that vote with the Common Stock, and are entitled
to a number of votes equal to the number of shares of Common Stock
into which such holder’s shares of Preferred Stock are then
convertible.
Each
Warrant entitles the holder to purchase shares of Common Stock for
an exercise price per share equal to $0.99. The Warrants are
exercisable commencing immediately upon issuance and expire on the
date five years after the date of the Closing (the “Closing
Date”), unless earlier terminated pursuant to the terms of
the Warrant. If, during the term of the Warrants, the Forced
Conversion Conditions are met, the Company may deliver notice
thereof to the holders of the Warrants and, after a 30-day period
following such notice, any unexercised Warrants will be forfeited.
The Warrants provide for cashless exercise in the event there is no
effective registration statement registering under the Securities
Act the resale of the shares of Common Stock issuable upon exercise
of such Warrants.
The
Purchase Agreement includes customary representations, warranties
and covenants. In connection with the Closing, the Company paid to
the placement agent in the Offering a commission of approximately
8.0% of the gross proceeds from the Offering and issued to the
placement agent a warrant exercisable for 14,211 shares of Common
Stock (the “Placement Agent Warrant”). The terms of the
Placement Agent Warrant are the same as those of the
Warrants.
The
foregoing description of the Certificate of Designations, the
Warrants, and the Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Certificate of Designations, Form of Warrant, and the Form of
Purchase Agreement, which are filed as Exhibits 4.1, 4.2 and
10.1, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
Registration Rights Agreement
Pursuant
to the Purchase Agreement, the Investors became parties to that
certain Registration Rights Agreement, dated as of December 11,
2019 by and among the Company, Lake Street Capital Markets, LLC and
the investors party thereto (the “Registration Rights
Agreement”), pursuant to which the Company will file a
registration statement (the “Registration Statement”)
within 30 days of the December 11, 2019 closing of the offerings of
Series A Preferred Stock (the “Series A Offering”)
covering the resale of the shares of Common Stock issuable upon
conversion of the Preferred Stock and the shares of Common Stock
issuable upon exercise of the Warrants and the Placement Agent
Warrant (collectively, and including shares of Common Stock
issuable upon conversion of Series A Preferred Stock, shares of
Common Stock sold in the Series A Offering and shares of Common
Stock issuable upon the exercise of warrants sold in the Series A
Offering, the “Registrable Securities”). If the
Registration Statement is not filed by that time, the Company will
make pro rata payments to each holder of Registrable Securities in
an amount equal to 1.0% of the aggregate amount invested by such
holder pursuant to the Purchase Agreement for each 30-day period or
pro rata for any portion thereof for which no Registration
Statement is filed with respect to the Registrable Securities.
Pursuant to the Registration Rights Agreement, the Company has
agreed to use its commercially reasonable efforts to cause the
Registration Statement to become effective as soon as practicable
after filing and to remain effective until the earlier of the date
that (i) all of the Registrable Securities have been sold or (ii)
the Registrable Securities may be sold without restriction by each
holder pursuant to Rule 144 under the Securities Act.
The
foregoing description of the Registration Rights Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Form of Registration Rights Agreement, which was
filed as Exhibit 10.2 to its Current Report on Form 8-K filed with
the Securities Exchange Commission (the “Commission”)
on December 11, 2019 and is incorporated herein by
reference.
Item
3.02.
Unregistered
Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on
Form 8-K under the heading “Securities Purchase Agreement and
Offering of Stock and Warrants” is incorporated herein by
reference.
The
Company offered and sold the Securities in reliance on the
exemption from registration provided by Section 4(a)(2) of the
Securities Act, in reliance upon the safe harbor provided by Rule
506(b) of Regulation D promulgated thereunder. Pursuant to the
Registration Rights Agreement described in Item 1.01 of this
Current Report on Form 8-K under the heading “Registration
Rights Agreement,” the Company has agreed to provide certain
registration rights with respect to certain of such
securities.
No Offer or Solicitation
The
information contained in this Current Report on Form 8-K is not an
offer to sell or the solicitation of an offer to buy the Securities
or any other securities of the Company. Neither the Securities nor
the shares of Common Stock issuable upon conversion of the
Preferred Stock or exercise of the Warrants or the Placement Agent
Warrant have been registered under the Securities Act and may not
be offered or sold in the United States absent registration under
the Securities Act or an applicable exemption from the registration
requirements of the Securities Act. The Company is filing Items
1.01 and 3.02 of this Current Report on Form 8-K with the
Commission for the sole purpose of reporting its entry into the
Purchase Agreement, as required by the rules and regulations of the
Commission.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Certificate
of Designations of Series B Convertible Preferred
Stock.
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Form of
Warrant.
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Form of
Securities Purchase Agreement, dated December 19,
2019.
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Form of
Registration Rights Agreement (incorporated by reference to Exhibit
10.2 to the Company’s Current Report on Form 8-K filed on
December 11, 2019).
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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.
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ENDRA Life Sciences Inc.
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December
26, 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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