Attached files
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| EX-99.1 - PRESS RELEASE - ENDRA Life Sciences Inc. | ndra_ex991.htm |
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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April
9, 2020
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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. ☐
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Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Adjustments to Management Salaries and Director Fees
As a
cash-conserving measure taken in light of the adverse economic
conditions caused by the COVID-19 pandemic, ENDRA Life Sciences
Inc. (the “Company”) has reduced the cash salaries of
members of management by 33% for the remainder of 2020, including
the salaries of its named executive officers. In lieu of cash, the
Company is paying this portion of management salaries in the form
of restricted stock units that vest over the remainder of the year.
Additionally, the Company has amended its Non-Employee Director
Compensation Policy (the “Director Compensation
Policy”) to provide that its non-employee directors’
annual retainers for the second, third and fourth fiscal quarters
of 2020 shall be paid in in the form of restricted stock units
rather than cash. Such restricted stock units issued under the
Director Compensation Policy will vest in three equal quarterly
installments on the last date of the fiscal quarter.
Appointment of Director
On
April 9, 2020, the Company appointed Louis J. Basenese to serve as
a member of its Board of Directors (the “Board”). In
connection with Mr. Basenese’s appointment to the Board, the
size of the Board was increased from five to six
members.
Mr.
Basenese, 42, is the Founder and Chief Analyst of Disruptive Tech
Research, LLC, an independent equity research and advisory firm
focused exclusively on disruptive technology companies that has
served the investment management community since June 2014. Since
2005, Mr. Basenese has also managed The Basenese Group, LLC, a
consulting business focused on communications and business
development for private and public small and microcap businesses.
Mr. Basenese holds an M.B.A. in Finance from the Crummer Graduate
School of Business at Rollins College and a Bachelor of Arts from
the University of Florida. He is also a former Series 7 and Series
66 license holder.
Pursuant
to the Director Compensation Policy, Mr. Basenese (1) in connection
with his initial appointment to the Board, received options to
purchase 50,000 shares of Company common stock that vest in three
equal annual installments and (2) will receive an annual cash
retainer of $40,000, prorated for partial years of service and,
with respect to 2020, paid in the form of restricted stock units,
as described above.
Item 7.01 Regulation FD Disclosure
On April 13, 2020, the Company issued a press release announcing
the adjustments to management salaries and director fees described
in Item 1.01 of this Current Report on this Form 8-K under the
heading “Adjustments to Management Salaries and Director
Fees.” A copy of the press release is being furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished in Item 7.01 of this Current Report on
Form 8-K, including Exhibit 99.1 attached hereto, shall
not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any
filing under the Securities Act of 1933 or the Exchange Act, except
as expressly set forth by specific reference in such
filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
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Description
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Press
Release dated April 13, 2020 issued by the Company, furnished
herewith.
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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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April
13, 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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