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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June
12, 2018
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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))
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
5.02.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On June
12, 2018, the stockholders of ENDRA Life Sciences Inc. (the
“Company” or “our”) approved the First
Amendment to the ENDRA Life Sciences Inc. 2016 Omnibus Incentive
Plan (the “Omnibus Plan Amendment”). A
description of the terms and conditions of the Omnibus Plan
Amendment is set forth in the Proxy Statement for the 2018 Annual
Meeting of Stockholders of the Company as filed with the Securities
and Exchange Commission (the “SEC”) on May 10, 2018
(the “2018 Proxy Statement”) under the heading
“Proposal 2 − First Amendment of ENDRA Life Sciences
Inc. 2016 Omnibus Incentive Plan,” which such description is
incorporated by reference herein. This summary is qualified
in its entirety by the full text of the Omnibus Plan Amendment set
forth in Appendix A to the 2018 Proxy Statement, which is also
incorporated by reference herein.
Item
5.07.
Submission
of Matters to a Vote of Security Holders.
The
Company held its 2018 Annual Meeting of Stockholders (the
“Annual Meeting”) on June 12, 2018. The certified
results of the matters voted upon at the meeting, which are more
fully described in the 2018 Proxy Statement, are as
follows:
Proposal 1 – The Company’s stockholders elected
the five directors nominated by the Company’s Board of
Directors to serve until the next annual meeting of stockholders
and the election of their successors:
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For
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Withheld
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Broker
Non-Votes
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Francois
Michelon
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1,239,265
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11,507
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974,777
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Anthony
DiGiandomenico
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1,233,404
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17,368
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974,777
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Dr. Sanjiv Sam
Gambhir
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1,239,106
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11,666
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974,777
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Michael
Harsh
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1,231,586
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19,186
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974,777
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Alexander
Tokman
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1,238,956
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11,816
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974,777
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Proposal 2 – The Company’s stockholders approved
the Omnibus Plan Amendment:
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For
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Against
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Abstain
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Broker
Non-Votes
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1,118,754
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130,918
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1,100
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974,777
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Proposal 3 – The Company’s stockholders ratified
the appointment of RBSM LLP by the Audit Committee of the Board of
Directors as the Company’s independent registered public
accounting firm for the fiscal year ending December 31,
2018:
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For
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Against
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Abstain
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Broker
Non-Votes
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2,141,783
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79,835
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3,931
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0
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Item
8.01.
Other
Matters.
On June
15, 2018, the Company reported that, in order to focus the
Company’s resources on developing its Thermo Acoustic
Enhanced Ultrasound (TAEUS) technology designed for clinical use,
it will explore strategic alternatives with respect to its
pre-clinical business, including a potential
sale.
Since
2010, the Company has marketed its Nexus 128 system to address the
imaging needs of researchers studying disease models in
pre-clinical applications. The Company will continue to honor its
commitments under current contracts relating to Nexus 128 systems.
Revenues for the first quarter of 2018 generated by the
pre-clinical business were $6,174 from service activity on the
existing installed base of Nexus 128 systems.
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 expectations concerning our ability to
consummate any strategic alternatives; our ability to secure
regulatory and other third-party approvals; anticipated product
pricing; expectations with respect to current and future
partnerships; estimates of the timing of future events and
achievements; and expectations concerning our business
strategy. Forward-looking statements involve inherent risks
and uncertainties which could cause actual results to differ
materially from those in the forward-looking statements,
as a result of various factors including, among others, the
following: our ability to develop a commercially feasible
technology; receipt of necessary regulatory approvals; our ability
to find and maintain development partners; market acceptance of our
technology; the amount and nature of competition in our industry;
our ability to protect our intellectual property; and the other
risks and uncertainties described in our filings with the SEC.
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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June 15,
2018
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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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Chief Executive
Officer and Director
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