Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - ENDRA Life Sciences Inc. | ndra_ex231.htm |
| EX-5.1 - OPINION ON LEGALITY - ENDRA Life Sciences Inc. | ndra_ex51.htm |
As filed with the Securities and Exchange Commission on May 8,
2017
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
ENDRA LIFE SCIENCES INC.
(Exact name
of registrant as specified in its charter)
|
Delaware
|
|
3845
|
|
26-0579295
|
|
(State
or other jurisdiction of
|
|
(Primary
Standard Industrial
|
|
(I.R.S.
Employer
|
|
incorporation or organization)
|
|
Classification Code Number)
|
|
Identification No.)
|
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:
|
Mark R.
Busch
K&L
Gates LLP
214
North Tryon St., 47th Floor
Charlotte,
North Carolina 28202
Telephone:
(704) 331-7440
|
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
|
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. [X] 333-214724
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, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act (check one):
|
Large
accelerated filer [ ]
|
|
Accelerated
filer
[ ]
|
|
Non-accelerated
filer [ ]
|
|
Smaller
reporting company [X]
|
|
(Do
not check if a smaller reporting company)
|
|
Emerging
growth company [X]
|
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 7(a)(2)(B) of the Securities Act [
]
CALCULATION OF REGISTRATION FEE
|
Title of Each
Class of Securities to be Registered
|
Amount to be
Registered(1)
|
Proposed Maximum Aggregate
Offering
Price Per Share
|
Proposed Maximum
Aggregate
Offering Price(2)
|
Amount of
Registration Fee
|
|
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(3)
|
322,000
|
$5.50
|
$1,771,000
|
$205.26
|
|
Common Stock
included in the units
|
--
|
$--
|
$--
|
$--
|
|
Warrants to
purchase Common Stock included in the units(4)
|
--
|
$--
|
$--
|
$--
|
|
Common Stock
underlying Warrants included in the units(3)
|
322,000
|
$6.88
|
$2,215,360
|
$256.76
|
|
Underwriters'
Warrants(4)(5)
|
--
|
$--
|
$--
|
$--
|
|
Shares of Common
Stock underlying Underwriters' Warrants(5)
|
25,760
|
$6.88
|
$177,229
|
$20.54
|
|
Total Registration
Fee(6)
|
|
|
$4,163,589
|
$482.56
|
|
(1)
|
Represents
only the additional number of securities being registered,
including the 42,000 Units that the underwriters have the option to
purchase to cover over-allotments, if any. Does not include the
securities that the Registrant previously registered on the
Registration Statement on Form S-1, as amended (File No.
333-214724).
|
|
(2)
|
Estimated
solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(a) under the Securities Act
of 1933, as amended. Includes the offering price of the units that
the underwriters have the option to purchase to cover
over-allotments, if any.
|
|
(3)
|
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.
|
|
(4)
|
No
separate registration fee required pursuant to Rule 457(g) under
the Securities Act of 1933, as amended.
|
|
(5)
|
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 the offering. See “Underwriting” contained
within the Registration Statement on Form S-1, as amended (File No.
333-214724), for information on underwriting arrangements relating
to the offering.
|
|
(6)
|
The Registrant previously paid filing fees of $2,412.79 in
connection with previous filings of its Registration Statement on
Form S-1, as amended (File No. 333-214724).
|
This Registration Statement shall become effective upon filing in
accordance with Rule 462(b) under the Securities Act of 1933, as
amended.
EXPLANATORY NOTE
This
Registration Statement on Form S-1 (the “462(b) Registration
Statement”) is being filed by ENDRA Life Sciences Inc. (the
“Company”) pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, and relates to the public offering (the
“Offering”) of units (“Units”) contemplated
by the Registration Statement on Form S-1 (File No. 333-214724)
(the “Prior Registration Statement”), which was
initially filed on November 21, 2016, and which, as amended, was
declared effective by the Securities and Exchange Commission on May
8, 2017. This 462(b) Registration Statement covers the registration
of 322,000 Units of the Company to be sold to the public in the
Offering, each Unit consisting of one share of common stock, par
value $0.0001 per share (“Common Stock”), and a warrant
(“Warrant”) to purchase one share of Common Stock,
322,000 shares of Common Stock underlying the Warrants included in
the Units, and 25,760 shares of Common Stock underlying Warrants
granted to the underwriters in an amount up to 8% of the number of
Units sold to the public in the Offering. 42,000 of the additional
Units of the Company registered hereunder are subject to the
exercise of the underwriters’ option to purchase additional
Units to cover over-allotments, if any. The additional securities
that are being registered for sale are in an amount and at a price
that together represent no more than 20% of the maximum aggregate
offering price set forth in the Calculation of Registration Fee
table contained in the Prior Registration Statement. Pursuant to
Rule 462(b), the contents of the Prior Registration Statement,
including the exhibits thereto, are hereby incorporated by
reference into this 462(b) Registration Statement. The required
opinion of counsel and related consent and accountant’s
consent are attached hereto and filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
has duly caused this 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 8th day of May,
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
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
|
Dated:
May 8, 2017
|
/s/ Francois
Michelon
Francois
Michelon
Chief
Executive Officer and Director
(Principal
Executive Officer)
|
|
Dated: May 8,
2017
|
/s/ David R. Wells
David
R. Wells
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
|
Dated:
May 8, 2017
|
/s/ ***
Anthony
DiGiandomenico, Director
|
|
Dated: May 8,
2017
|
/s/ ***
Sanjiv
Gambhir, M.D., Ph.D, Director
|
|
Dated: May 8,
2017
|
/s/ ***
Michael Harsh,
Director
|
|
Dated: May 8,
2017
|
/s/ ***
Alexander Tokman,
Director
|
|
*** By: /s/ Francois
Michelon
Francois
Michelon
Attorney-in-fact
|
|
EXHIBIT INDEX
|
Exhibit
No.
|
Description of Document
|
|
Opinion
of K&L Gates LLP
|
|
|
Consent
of RBSM LLP, Independent Registered Public Accounting
Firm
|
|
|
23.2
|
Consent
of K&L Gates LLP (included in Exhibit 5.1)
|
|
24.1
|
Power
of Attorney (incorporated by reference to Exhibit 24.1 to the
Registrant’s Registration Statement on Form S-1 File No.
333-214724)
|