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) November 4, 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 3.03 Material Modification to Rights of Security Holders

 

The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

As previously disclosed, at the Special Meeting of Stockholders of ENDRA Life Science Inc. (the “Company”) held on October 28, 2024 (the “Special Meeting”), the stockholders of the Company approved amendments to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) effecting reverse stock splits of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), and authorized the Company’s Board of Directors (the “Board”), in its discretion, to effect a reverse stock split of Common Stock , whereby each issued and outstanding share of Common Stock would be reclassified and converted into a fraction of a share between ¼ and 1/35 (the “Ratios” and each, a “Ratio”), inclusive (the “Reverse Stock Split”). Following the Special Meeting, the Board approved a Ratio of 1/35.

 

On November 4, 2024, Company filed with the Secretary of State of the State of Delaware an amendment to the Certificate of Incorporation to effect the Reverse Stock Split (the “Amendment”) at 12:01 a.m. Eastern Time on November 7, 2024. On November 7, 2024, the Common Stock will begin trading on a split-adjusted basis under a new CUSIP, 29273B 500.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation, effective November 7, 2024

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

November 5, 2024

 

 

 

By:

/s/ Richard Jacroux

 

 

Name:

Richard Jacroux

 

 

Title:

Chief Financial Officer

 

 

 

3

 

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Cover
Nov. 04, 2024
Cover [Abstract]  
Entity Registrant Name ENDRA Life Sciences Inc.
Entity Central Index Key 0001681682
Document Type 8-K
Amendment Flag false
Current Fiscal Year End Date --12-31
Entity Emerging Growth Company false
Document Period End Date Nov. 04, 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
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Local Phone Number 335-0468
Security 12b Title Common stock, par value $0.0001 per share
Trading Symbol NDRA
Security Exchange Name NASDAQ
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