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
28, 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 8.01
Other Events.
This
Current Report on Form 8-K is being filed to report that ENDRA Life
Sciences Inc. (the “Company”) believes that, as of
December 28, 2020, following completion of the underwritten public
offering of the Company’s common stock on December 18, 2020,
it complied with Nasdaq Marketplace Rule 5505(b)(1)(A), which
requires at least $5 million in stockholders’ equity for a
company initially to list its securities on the Nasdaq Capital
Market. As previously reported in the Current
Report on Form 8-K filed by the Company on April 27, 2020, the
Company was notified that it no longer met the minimum bid price
requirement for continued listing on the Nasdaq Capital Market
under Nasdaq Marketplace Rule 5550(a)(2) (the “Bid Price
Rule”) and, in the event that it did not regain compliance
with the Bid Price Rule by December 28, 2020, it may be granted an
additional 180 calendar days to regain compliance if it meets
certain listing standards, including Rule
5505(b)(1)(A).
Forward-Looking Statements
All
statements in this report that are not based on historical fact are
“forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements, which
are based on certain assumptions and describe future plans,
strategies and expectations, can generally be identified by the use
of forward-looking terms such as “believe,”
“expect,” “may,” “will,”
“should,” “could,” “seek,”
“intend,” “plan,” “goal,”
“explore,” “estimate,”
“anticipate” or other comparable terms. Examples of
forward-looking statements include, among others, statements
regarding compliance with the rules of the Nasdaq Capital Market
and the Company’s ability to maintain the listing of its
securities on the Nasdaq Capital Market. The forward-looking
statements made in this report speak only as of the date of this
report, and the Company assumes no obligation to update any such
forward-looking statements to reflect actual results or changes in
expectations, except as otherwise required by law.
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
30, 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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