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
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Date of
Report (Date of earliest event reported)
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December
27, 2019
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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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 27, 2019, ENDRA Life Sciences Inc. (the
“Company”) entered into amendments (the
“Amendments”) to employment letter agreements (the
“Employment Agreements”), originally entered into on
May 12, 2017 with each of Francois Michelon, the Company’s
President and Chief Executive Officer, and Michael Thornton, the
Company’s Chief Technology Officer. The Company has
previously described the material terms of those Employment
Agreements in its Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 12, 2017.
The
Amendments amend the Employment Agreements to provide that (i) Mr.
Michelon’s and Mr. Thornton’s employment with the
Company will continue until terminated under the terms of their
respective Employment Agreements, and (ii) Mr. Michelon and Mr.
Thornton will each receive certain payments if he is terminated by
the Company without Cause (as defined in the Amendments) or for
Good Reason (as defined in the Amendments). Except as provided in
the Amendments, all of the terms and conditions of the Employment
Agreements remain in full force and effect.
This
description of the Amendments is not complete and is qualified in
its entirety by reference to the full text of the Amendments, filed
as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and
incorporated herein by reference. In the event of any conflict
between this summary and the full text of the Amendments, the text
of the Amendments, as applicable, shall control.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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First
Amendment to Employment Letter Agreement by and between the Company
and Francois Michelon, dated December 27, 2019.
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First
Amendment to Employment Letter Agreement by and between the Company
and Michael Thornton, dated December 27, 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
27, 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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