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
15, 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. ☐
Item
1.01.
Entry
into a Material Definitive Agreement.
On
December 15, 2020, ENDRA Life Sciences Inc. (the
“Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with ThinkEquity, a division
of Fordham Financial Management, Inc. (the
“Underwriter”), relating to an underwritten public
offering for the issuance and sale of 7,143,000 shares of the
Company’s common stock, par value $0.0001 per share (the
“Common Stock”). In addition, under the terms of the
Underwriting Agreement, the Company granted the Underwriter a
45-day option to purchase up to an additional 714,286 shares of its
Common Stock to cover over-allotments, if any. The Underwriter
exercised in full its option to purchase the additional 714,286
shares on December 16, 2020.
The Underwriting Agreement includes customary representations,
warranties and covenants by the Company. It also provides that the
Company will indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act of 1933, as amended,
or contribute to payments the Underwriter may be required to make
because of any of those liabilities.
The
offering closed on December18, 2020. The net proceeds to the
Company from the offering were approximately $4.9 million, after
deducting underwriting discounts and commissions and other offering
expenses.
The
offering was made pursuant to the Company’s effective
registration statement on Form S-3 (File No. 333-229090),
previously filed with the Securities and Exchange Commission (the
"SEC"), and the base prospectus included therein, as amended and
supplemented by the preliminary prospectus filed with the SEC on
December 15, 2020, and the final prospectus supplement filed with
the SEC on December 17, 2020. A copy of the Underwriting Agreement
is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the
description of the terms of the Underwriting 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 in the offering is attached as Exhibit 5.1
hereto.
Item
8.01.
Other
Events.
On
December 15, 2020 and December 18, 2020, the Company issued press
releases with respect to the offering described in Item 1.01 of
this Current Report on Form 8-K. The press releases are filed as
Exhibits 99.1, 99.2 and 99.3 hereto and are incorporated herein by
reference.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Underwriting
Agreement, dated December 15, 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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Press
Release, dated December 15, 2020
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Press
Release, dated December 15, 2020
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Press
Release, dated December 18, 2020
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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
18, 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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