Attached files
| file | filename |
|---|---|
| EX-5.1 - FORM OF OPINION - ENDRA Life Sciences Inc. | exhibit5_1.htm |
| EX-4.10 - FORM OF UNIT CERTIFICATE - ENDRA Life Sciences Inc. | exhibit4_10.htm |
| EX-4.2 - FORM OF WARRANT AGREEMENT AND WARRANT - ENDRA Life Sciences Inc. | exhibit4_2.htm |
| EX-1.1 - FORM OF UNDERWRITING AGREEMENT - ENDRA Life Sciences Inc. | exhibit1_1.htm |
As filed with the Securities and Exchange Commission
on January 23, 2017
Registration No. 333-214724
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
ENDRA LIFE SCIENCES INC.
(Exact name
of registrant as specified in its charter)
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Delaware
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3845
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26-0579295
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(State
or other jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer
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incorporation or organization)
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Classification Code Number)
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Identification No.)
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ENDRA Life Sciences Inc.
3600 Green Court, Suite 350
Ann Arbor, MI 48105
(734) 335-0468
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Francois Michelon
Chief Executive Officer
ENDRA Life Sciences Inc.
3600 Green Court, Suite 350
Ann Arbor, MI 48105
(734) 335-0468
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies
to:
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Mark R.
Busch
K&L Gates
LLP
214
North Tryon St., 47th Floor
Charlotte,
North Carolina 28202
Telephone:
(704) 331-7440
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Jonathan R. Zimmerman
Ben A.
Stacke
Faegre Baker Daniels LLP
2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402-3901
Telephone: (612)
766-7000
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As soon as practicable after the effective date of this
Registration Statement.
(Approximate date of
commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following
box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
[ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
[ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the
Exchange Act (check one):
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Large
accelerated filer [ ]
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Accelerated
filer
[ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [X]
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(Do
not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Amount to be
Registered
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Proposed Maximum
Aggregate Offering Price Per Share
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Proposed Maximum
Aggregate Offering Price(1)
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Amount of
Registration Fee
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Units, each
consisting of one share of common stock, par value $0.0001 per
share, and a warrant to purchase one share of common
stock(2)
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2,300,000
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$5.50
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$12,650,000
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$1,466.14
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Common Stock
included in the units(3)
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--
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--
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$--
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$--
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Warrants to
purchase Common Stock included in the units(3)
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--
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--
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$--
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$--
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Common
Stock underlying Warrants included in the
units(2)
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2,300,000
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$6.60
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$15,180,000
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$1,759.36
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Underwriters' warrants(3)(4)
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--
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--
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$--
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$--
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Shares of Common
Stock underlying Underwriters' Warrants(4)
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184,000
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$6.60
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$1,214,000
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$140.75
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Total Registration
Fee(5)
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$29,044,000
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$3,366.25
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(1)
Estimated solely
for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933, as
amended. Includes the offering price of the shares and warrants
that the underwriters have the option to purchase to cover
over-allotments, if any.
(2)
Pursuant to Rule
416 under the Securities Act of 1933, as amended, there is also
being registered hereby such indeterminate number of additional
shares of common stock of the registrant as may be issued or
issuable because of stock splits, stock dividends, stock
distributions, and similar transactions.
(3)
No
separate registration fee required pursuant to Rule 457(g) under
the Securities Act of 1933, as amended.
(4)
Represents
warrants granted to the underwriters to purchase shares of common
stock in an amount up to 8% of the number of shares sold to the
public in this offering. See “Underwriting” contained
within this Registration Statement for information on underwriting
arrangements relating to this offering.
(5)
Previously
paid.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment, which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
EXPLANATORY NOTE
ENDRA Life Sciences Inc. is filing this pre-effective amendment No.
6 (this “Amendment”) to the Registration Statement on
Form S-1 (Registration No. 333-214724) (the “Registration
Statement”) to file Exhibits 1.1, 4.2, 4.10, 5.1 and 23.2 to
the Registration Statement. Accordingly, this Amendment
consists only of the facing page, this explanatory note, Part II of
the Registration Statement, and the signature page to the
Registration Statement. The prospectus is unchanged and
has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION
The following table sets forth the costs and expenses, other than
the underwriting discount, payable by us in connection with the
sale and distribution of the securities being registered. All
amounts are estimated except the SEC registration fee,
the FINRA filing fee and the initial listing fee for
The Nasdaq Capital Market.
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SEC
Filing Fee
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$3,366
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FINRA Fee
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$4,857
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Underwriters' Legal
Fees and Expenses
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$150,000
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Nasdaq
Fee
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$50,000
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Printing
Expenses
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$35,000
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Accounting
Fees and Expenses
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$50,000
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Legal
Fees and Expenses
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$250,000
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Transfer
Agent and Registrar Expenses
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$10,000
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Miscellaneous
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$46,777
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Total
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$600,000
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND
OFFICERS
The following summary is qualified in its entirety by reference to
the complete text of any statutes referred to below and the Fourth
Amended and Restated Certificate of Incorporation of ENDRA
Life Sciences Inc., a Delaware corporation.
Section 145 of the General Corporation Law of the State of Delaware
(the “DGCL”) permits a Delaware corporation to
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by the person
in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person’s conduct was
unlawful.
In the case of an action by or in the right of the corporation,
Section 145 of the DGCL permits a Delaware corporation to
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit
by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys’
fees) actually and reasonably incurred by the person in connection
with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses that the Court of Chancery or such
other court shall deem proper.
II-1
Section 145 of the DGCL also permits a Delaware
corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person’s status
as such, whether or not the corporation would have the power to
indemnify such person against such liability under Section 145 of
the DGCL.
Article NINTH of our Fourth Amended and Restated Certificate of
Incorporation states that our directors shall not be personally
liable to us or to our stockholders for monetary damages for any
breach of fiduciary duty as a director, notwithstanding any
provision of law imposing such liability. Under Section 102(b)(7)
of the DGCL, the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty can be limited or eliminated except (i) for any
breach of the director’s duty of loyalty to the corporation
or its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the DGCL (relating to
unlawful payment of dividend or unlawful stock purchase or
redemption); or (iv) for any transaction from which the director
derived an improper personal benefit.
Article EIGHTH of our Fourth Amended and Restated Certificate of
Incorporation provides that we shall indemnify (and advance
expenses to) our officers and directors to the full extent
permitted by the DGCL.
Effective upon the closing of this offering, we will have
directors’ and officers’ liability insurance insuring
our directors and officers against liability for acts or omissions
in their capacities as directors or officers, subject to certain
exclusions. Such insurance also insures us against losses which we
may incur in indemnifying our officers and directors.
As permitted by the DGCL, prior to the closing of the offering
we plan to enter into indemnification agreements with each of our
directors and executive officers that require us to indemnify such
persons against various actions including, but not limited to,
third-party actions where such director or executive officer, by
reason of his or her corporate status, is a party or is threatened
to be made a party to an action, or by reason of anything done or
not done by such director in any such capacity. We intend to
indemnify directors and executive officers against all costs,
judgments, penalties, fines, liabilities, amounts paid in
settlement by or on behalf of such directors or executive officers
and for any expenses actually and reasonably incurred by such
directors or executive officers in connection with such action, if
such directors or executive officers acted in good faith and in a
manner they reasonably believed to be in or not opposed to our best
interests, and with respect to any criminal proceeding, had no
reasonable cause to believe their conduct was unlawful. We also
intend to advance to our directors and executive officers expenses
(including attorney’s fees) incurred by or on behalf of such
directors and executive officers in advance of the final
disposition of any action after our receipt of a statement or
statements from directors or executive officers requesting such
payment or payments from time to time, provided that such statement
or statements are preceded or accompanied by a written undertaking,
by or on behalf of such directors or executive officers, to repay
such amount if it shall ultimately be determined that they are not
entitled to be indemnified against such expenses by
us.
The indemnification agreements will also set forth certain
procedures that will apply in the event of a claim for
indemnification or advancement of expenses, including, among
others, provisions about submitting a written request to us that
includes such documentation and information as is reasonably
available to the director or executive officer and is reasonably
necessary to determine entitlement to indemnification and
provisions. Prior to the closing of this offering we plan to enter
into an underwriting agreement, which will provide that the
underwriters are obligated, under some circumstances, to indemnify
our directors, officers and controlling persons against specified
liabilities.
II-2
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, we issued the following securities
without registration under the Securities Act of 1933, as amended
(the “Securities Act”).
Stock, Warrants and Convertible Notes
From July 2013 through April 2014, we issued 384,625 shares of our
common stock at a price of $7.15 per share, for gross proceeds of
$2,750,015. The shares were sold to 64 investors.
From July 2013 through April 2014, we issued warrants to purchase
34,968 shares of common stock at an exercise price of $14.30 and
warrants to purchase 305,951 shares of common stock at an exercise
price of $3.58 per share.
In September 2014, we issued to certain accredited investors an
aggregate of 108,714 shares of our common stock at a price of $7.15
per share in exchange for the cancellation of outstanding principal
and accrued interest on senior promissory notes issued in July 2013
and for the cancellation of certain ten-year warrants issued to
these same investors. In addition, as consideration for its
consulting services, we issued to DALA LLC (i) 27,273
shares of our common stock and (ii) a warrant to purchase 27,273
shares of common stock at an exercise price of $7.15 per share,
exercisable upon consummation of a change-in-control transaction or
an initial public offering of our common stock.
In January 2015, we issued 34,966 shares of our common stock at a
price of $7.15 per share, for gross proceeds of $250,000, to 3
accredited investors. Additionally, we issued warrants to purchase
8,742 shares of common stock at an exercise price of $7.15 per
share.
From May 2015 through January 2016, pursuant to a warrant exercise
program, we issued 166,217 shares of our common stock at a price of
$3.58 per share, for aggregate gross proceeds of $594,224 in
connection with the exercise of outstanding warrants held by 41
accredited investors. As an inducement to exercise their warrants,
we issued to the investors exercising their warrants new warrants
to purchase 166,217 shares of common stock at an exercise price of
$14.30 per share in connection with a warrant exercise
program.
On June 23, 2015, we issued an aggregate of 10,606 shares of common
stock to two Company employees to satisfy accrued, but unpaid
salary obligations to the two employees.
In January 2016, we issued promissory notes in the aggregate
principal amount of $50,000 to three accredited
investors.
In April and May 2016, we issued convertible promissory notes in
the aggregate principal amount of $1,199,448 to 62 accredited
investors.
In July 2016 we issued convertible promissory notes in the
aggregate principal amount of $186,389 to three accredited
investors.
The offers, sales and issuances of the securities described above
were deemed to be exempt from registration under the Securities Act
in reliance on the exemption provided by Section 4(a)(2) of the
Securities Act. Each of the recipients of securities in these
transactions was an accredited investor and there was no form of
general solicitation or general advertising relating to the
offer.
II-3
Stock Options
In November 2013, we granted options to purchase an aggregate of
92,808 shares of our common stock under our Amended and Restated
2013 Stock Incentive Plan at an exercise price of $7.15 per share,
to our executive officers, employees, certain advisors and members
of our Board of Directors. 78,932 options have a term of five years
and vests immediately or over 3 years in 3 equal installments,
remaining options were fully vested on the date of
issuance.
In May 2014, we granted to each member of our Board of Directors,
as consideration for their agreement to serve on the Board of
Directors, stock options to purchase an aggregate of 27,658 shares
of our common stock at an exercise price of $7.15 per share. The
options have a term of five years and were fully vested on the date
of issuance.
In May 2015, we granted stock options to purchase an aggregate of
1,364 shares of our common stock under our Second Amended and
Restated 2013 Stock Incentive Plan at an exercise price of $7.15
per share, to two employees. Each option has a term of five years
and vests over three years in three equal
installments.
In July 2015, we granted stock options to purchase 49,699 shares of
our common stock under our Second Amended and Restated 2013 Stock
Incentive Plan at an exercise price of $7.15 per share, to a
Company employee. The options have a term of five years and vest
over three years in three equal installments. We also granted stock
options to purchase 5,000 shares of our common stock under our
Second Amended and Restated 2013 Stock Incentive Plan, which
options have an exercise price of $7.15 per share to a new member
of our Board of Directors.
In July 2015, we granted stock options to purchase 23,076 shares of
common stock under our Second Amended and Restated 2013 Stock
Incentive Plan at an exercise price of $7.15 per share, to each
existing independent member of our Board of Directors. Each option
has a term of five years and was fully vested on the date of
issuance.
In January 2016, we granted stock options to purchase 13,847 shares
of common stock under our Second Amended and Restated 2013 Stock
Incentive Plan at an exercise price of $7.15 per share, to each
existing independent member of our Board of Directors and to each
member of our Scientific Advisory Board. Each option has a term of
five years and was fully vested on the date of
issuance.
All of the stock options described above were granted in reliance
upon an available exemption from the registration requirements of
the Securities Act, including those contained in Rule 701
promulgated under Section 3(b) of the Securities Act. Among other
things, we relied on the fact that, under Rule 701, companies that
are not subject to the reporting requirements of Section 13 or
Section 15(d) of the Exchange Act are exempt from registration
under the Securities Act with respect to certain offers and sales
of securities pursuant to “compensatory benefit plans”
as defined under that rule. We believe that all of the options
described above were issued pursuant qualifying “compensatory
benefit plans”.
II-4
ITEM
16. EXHIBITS
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Exhibit No.
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Description of Document
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Form of Underwriting Agreement
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3.1
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Third Amended and Restated Certificate of Incorporation of the
Registrant, as currently in effect*
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3.2
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Bylaws of the Registrant, as currently in effect*
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3.3
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Form of Fourth Amended and Restated Certificate of Incorporation of
the Registrant, to be in effect upon completion of this
offering*
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3.4
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Form of Amended and Restated Bylaws of the Registrant, to be in
effect upon completion of this offering*
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3.5
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Certificate
of Amendment to Certificate of Incorporation of the Registrant, as
currently in effect*
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3.6
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Form of
Certificate of Amendment to Certificate of Incorporation of the
Registrant, to be in effect upon completion of this
offering*
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4.1
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Specimen Certificate representing shares of common stock of the
Registrant*
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Form of Warrant Agreement and Warrant
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4.3
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Form of
Underwriters' Warrants*
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4.4
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Form of Warrant to Purchase Common Stock issued to the placement
agent in the Registrant's 2014 private placement
offering*
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4.5
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Form of Warrant to Purchase Common Stock issued pursuant to
2013-2014 Bridge Financing*
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4.6
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Form of Warrant to Purchase Common Stock issued pursuant to 2015
Warrant Exercise Program*
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4.7
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Form of Senior Promissory Note issued pursuant to Securities
Purchase Agreement dated July 10, 2013*
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4.8
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Form of Convertible Promissory Note*
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4.9
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Form of Promissory Note issued by the Registrant to certain members
of the Board of Directors*
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Form of Unit Certificate
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Form of Opinion of K&L Gates LLP
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10.1
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ENDRA Life Sciences Inc. Second Amended and Restated 2013 Stock
Incentive Plan*†
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10.2
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Form of Non-Qualified Stock Option Award under Second Amended and
Restated 2013 Stock Incentive Plan*†
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10.3
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Form of Incentive Stock Option Agreement under Second Amended and
Restated 2013 Stock Incentive Plan*†
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10.4
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Form of ENDRA Life Sciences Inc. 2016 Omnibus Incentive Plan, to be
in effect upon completion of this offering*†
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10.5
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Form of Stock Option Award under 2016 Omnibus Incentive
Plan*†
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10.6
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Form of Restricted Stock Unit Award under 2016 Omnibus Incentive
Plan*†
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10.7
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Non-Employee Director Compensation Policy, to be in effect upon
completion of this offering*†
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10.8
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Form of Indemnification Agreement by and between the Registrant and
each of its directors and executive officers*
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10.9
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Form of Amended and Restated Employment Agreement, by and between
the Registrant and Francois Michelon, to be in effect upon
completion of this offering*†
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10.10
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Form of Amended and Restated Employment Agreement, by and between
the Registrant and Michael Thornton, to be in effect upon
completion of this offering*†
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10.11
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Consulting Agreement, dated July 23, 2014, by and between the
Registrant and StoryCorp Consulting*†
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10.12
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Form of Securities Purchase Agreement, dated July 10, 2013, by and
between the Registrant and the purchasers named
therein*
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10.13
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Form of Securities Purchase Agreement, dated July 10, 2013, by and
between the Registrant and the purchasers named
therein*
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10.14
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Form of Exchange Agreement, dated September 26, 2014, between the
Registrant and certain security holders*
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10.15
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Form of Subscription Agreement between the Registrant and investors
in the Registrant's 2013 private placement offering*
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10.16
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Form of Subscription Agreement between the Registrant and investors
in the Registrant's 2014 private placement offering*
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10.17
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Collaborative Research Agreement, dated April 22, 2016, by and
between the Registrant and General Electric Company*
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10.18
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Gross Lease, dated January 1, 2015, between the Registrant and
Green Court LLC*
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10.19
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Sublicense Agreement, dated August 2, 2007, by and between the
Registrant and Optosonics, Inc.*
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10.20
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Amendment to Sublicense Agreement, dated January 18, 2011, by and
between the Registrant and Optosonics, Inc.*
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14.1
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Code of Ethics, to be in effect upon completion of this
offering*
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23.1
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Consent of RBSM LLP, Independent Registered Public
Accounting Firm*
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23.2
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Consent of K&L Gates LLP (included in Exhibit
5.1)
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24.1
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Power of Attorney*
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*Previously filed.
†Indicates management compensatory plan, contract or
arrangement.
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II-5
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) o include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration
Fee” table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold
at the termination of the offering.
(4) That, for the purpose of determining liability of the
registrant under the Securities Act to any purchaser in the initial
distribution of the securities: The undersigned registrant
undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424; (ii) any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned registrant or
used or referred to by the undersigned registrant; (iii) the
portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and (iv) any other communication that is an
offer in the offering made by the undersigned registrant to the
purchaser.
(5) To provide to the underwriter at the closing specified in the
underwriting agreements certificates in such denominations and
registered in such names as required by the underwriter to permit
prompt delivery to each purchaser.
(6) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus as
filed as part of this registration statement in reliance upon Rule
430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as of
the time it was declared effective.
(7) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(8) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused
this Amendment No. 6 to the registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ann Arbor, State of Michigan, on
this 23rd day of January, 2017.
|
|
ENDRA Life Sciences Inc.
/s/Francois
Michelon
Francois
Michelon
Chief
Executive Officer and Director
(Principal
Executive Officer)
|
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 6 to the registration statement has been
signed by the following persons in the capacities and on the dates
indicated.
|
Dated: January
23, 2017
|
/s/ Francois
Michelon
Francois
Michelon
Chief
Executive Officer and Director
(Principal
Executive Officer)
|
|
Dated: January
23, 2017
|
/s/ David R.
Wells
David
R. Wells
Interim
Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
|
Dated: January
23, 2017
|
/s/ ***
Anthony
DiGiandomenico, Director
|
|
Dated: January
23, 2017
|
/s/ ***
Sanjiv
Gambhir, M.D., Ph.D, Director
|
|
Dated: January
23, 2017
|
/s/ ***
Michael
Harsh, Director
|
|
Dated: January
23, 2017
|
/s/ ***
Alexander
Tokman, Director
|
|
*** By: /s/ Francois
Michelon
Francois
Michelon
Attorney-in-fact
|
|
II-7