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) October 28, 2024

 

ENDRA Life Sciences Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-37969

 

26-0579295

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3600 Green Court, Suite 350 Ann Arbor, MI

 

48105

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant's telephone number, including area code

 

(734) 335-0468

 

______________________________________________

(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

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

NDRA

The Nasdaq Stock Market LLC

 

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 5.07 Submission of Matters to a Vote of Security Holders

 

ENDRA Life Sciences (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on October 28, 2024. The certified results of the matter voted upon at the Special Meeting, which is more fully described in the definitive proxy statement for the Special Meeting as filed with the Securities and Exchange Commission on September 16, 2024, are as follows:

 

Proposal 1 – The Company’s stockholders approved amendments to the Company’s Fourth Amended and Restated Certificate of Incorporation effecting reverse stock splits of its common stock at ratios between 1-for-4 and 1-for-35, inclusive, one of which reverse stock split ratios will be chosen, at the discretion of our Board of Directors on or prior to the one-year anniversary of the date of the Special Meeting, and the remainder of which reverse stock split ratios will be abandoned (the “Reverse Stock Split”):

 

For

 

Against

 

Abstain

4,241,540

 

2,792,189

 

18,228

 

Item 8.01 Other Events.

 

Following the Special Meeting, the Board of Directors approved a ratio of 1-for-35 for the Reverse Stock Split.

 

 

2

 

 

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.

 

 

ENDRA Life Sciences Inc.

 

October 29, 2024

 

 

 

By:

/s/ Richard Jacroux

 

 

Name:

Richard Jacroux

 

 

Title:

Chief Financial Officer

 

 

 

3

 

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Cover
Oct. 28, 2024
Cover [Abstract]  
Entity Registrant Name ENDRA Life Sciences Inc.
Entity Central Index Key 0001681682
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Oct. 28, 2024
Entity File Number 001-37969
Entity Incorporation State Country Code DE
Entity Tax Identification Number 26-0579295
Entity Address Address Line 1 3600 Green Court
Entity Address Address Line 2 Suite 350
Entity Address City Or Town Ann Arbor
Entity Address State Or Province MI
Entity Address Postal Zip Code 48105
City Area Code 734
Local Phone Number 335-0468
Security 12b Title Common stock, par value $0.0001 per share
Trading Symbol NDRA
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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