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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August
16, 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
3.01.
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
August 16, 2018, ENDRA Life Sciences Inc. (the
“Company”) received a notification letter from the
Listing Qualifications Department of The Nasdaq Stock Market LLC
(“Nasdaq”) notifying the Company that, based on its
Form 10-Q for the period ended June 30, 2018, the Company no longer
maintained the minimum $2,500,000 stockholders’ equity
required for continued listing on The Nasdaq Capital Market under
Listing Rule 5550(b)(1).
The
notification letter has no immediate effect on the listing of the
Company’s common stock on the Nasdaq Capital Market. The
notification letter stated that, under Nasdaq rules, the Company
has 45 calendar days, or until October 1, 2018, to submit a plan to
regain compliance with the minimum stockholders’ equity
requirement. If the Company’s plan is accepted, Nasdaq may
grant an extension of up to 180 calendar days from the date of the
notification letter to demonstrate compliance. If the
Company’s plan to regain compliance is not accepted, or if it
is accepted and the Company does not regain compliance within 180
days from the date of the notification letter, Nasdaq could provide
notice that the Company’s common stock is subject to
delisting. In such event, Nasdaq rules would permit the Company to
appeal the decision to reject the Company’s proposed
compliance plan or any delisting determination to a Nasdaq Hearings
Panel.
The
Company is currently evaluating options to regain compliance, and
intends to timely submit a plan to regain compliance with
Nasdaq’s minimum stockholders’ equity requirement.
There can be no assurance that the Company will be successful in
regaining compliance with Nasdaq’s minimum
stockholders’ equity requirement, or that the Company will be
able to maintain compliance with Nasdaq’s other continued
listing requirements or remain listed on the Nasdaq Capital
Market.
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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August 17,
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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President and Chief
Executive Officer
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