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)
March 27,
2020
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 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.
On
March 27, 2020, ENDRA Life Sciences Inc. (the
“Company”) entered into an At The Market Offering
Agreement (the “ATM Agreement”) with H.C. Wainwright
& Co., LLC, as sales agent (“Wainwright”), pursuant
to which the Company may offer and sell, from time to time through
Wainwright, shares of its common stock, par value $0.0001 per share
(“Common Stock”), for aggregate gross proceeds of up to
$7,200,000 (the “Shares”). The offer and sale of the
Shares will be made pursuant to a shelf registration statement on
Form S-3 (File No. 333-229090) and the related prospectus, as
supplemented by a prospectus supplement dated March 27, 2020 and
filed with the Securities and Exchange Commission on such date
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the “Securities Act”).
Pursuant
to the ATM Agreement, Wainwright may sell the Shares in sales
deemed to be “at-the-market” equity offerings as
defined in Rule 415 promulgated under the Securities Act, including
sales made directly on or through the Nasdaq Capital Market. If
agreed to in a separate terms agreement, the Company may sell
Shares to Wainwright as principal, at a purchase price agreed upon
by Wainwright and the Company. Wainwright may also sell Shares in
negotiated transactions with the Company’s prior approval.
The offer and sale of the Shares pursuant to the ATM Agreement will
terminate upon the earlier of (a) the issuance and sale of all of
the Shares subject to the ATM Agreement or (b) the termination of
the ATM Agreement by Wainwright or the Company pursuant to the
terms thereof. The Company has no obligation to sell any of the
Shares, and may at any time suspend offers under the Agreement or
terminate the Agreement.
The
Company has agreed to pay Wainwright a commission of 3.0% of the
aggregate gross proceeds from any Shares sold by Wainwright and to
provide Wainwright with customary indemnification and contribution
rights, including for liabilities under the Securities Act. The
Company also will reimburse Wainwright for certain specified
expenses in connection with entering into the ATM Agreement. The
ATM Agreement contains customary representations and warranties and
conditions to the placements of the Shares pursuant
thereto.
A copy
of the ATM Agreement is filed as Exhibit 1.1 to this Current Report
on Form 8-K, and the description of the terms of the ATM Agreement
is qualified in its entirety by reference to such exhibit. A copy
of the opinion of K&L Gates LLP relating to the legality of the
issuance and sale of the Shares is attached as Exhibit 5.1
hereto.
This
Current Report on Form 8-K shall not constitute an offer to sell or
the solicitation of an offer to buy the Shares, nor shall there be
any offer, solicitation, or sale of the Shares in any state in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit No.
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Description
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At The
Market Offering Agreement by and between ENDRA Life Sciences Inc.
and H.C. Wainwright & Co., LLC, dated March 27,
2020.
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Opinion
of K&L Gates LLP.
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Consent
of K&L Gates LLP (included in Exhibit 5.1).
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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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March
27, 2020
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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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