Attached files
| file | filename |
|---|---|
| EX-99.3 - PRESS RELEASE, DATED OCTOBER 15, 2018 - ENDRA Life Sciences Inc. | ndra_ex99-3.htm |
| EX-99.2 - PRESS RELEASE, DATED OCTOBER 11, 2018 - ENDRA Life Sciences Inc. | ndra_ex99-2.htm |
| EX-99.1 - PRESS RELEASE, DATED OCTOBER 10, 2018 - ENDRA Life Sciences Inc. | ndra_ex99-1.htm |
| EX-5.1 - OPINION OF K&L GATES LLP - ENDRA Life Sciences Inc. | ndra_ex5-1.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - ENDRA Life Sciences Inc. | ndra_ex1-1.htm |
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)
|
October
10, 2018
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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
|
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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
1.01.
Entry
into a Material Definitive Agreement.
On
October 11, 2018, ENDRA Life Sciences Inc. (the
“Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with National Securities
Corporation (the “Underwriter”), relating to an
underwritten public offering for the issuance and sale of 1,477,750
shares of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”), which amount includes the
underwriter's an option to purchase up to an additional 192,750
shares of Common Stock to cover over-allotments. The Underwriter
exercised in full its option to purchase the additional
over-allotment shares on October 12, 2018.
The
offering, including the issuance of the shares of Common Stock sold
pursuant to the Underwriter's over-allotment option, closed on
October 15, 2018. The net proceeds to the Company from the offering
were approximately $2.7 million, after deducting underwriting
discounts and commissions, and other offering
expenses.
The
offering was made pursuant to the Company’s effective
registration statement on Form S-3 (File No. 333-226917),
previously filed with the Securities and Exchange Commission, and a
prospectus supplement thereto. A copy of the Underwriting Agreement
relating to the offering is filed as Exhibit 1.1 to this Current
Report, and the description of the terms of the Underwriting
Agreement is qualified in its entirety by reference to such
exhibit. A copy of the opinion of K&L Gates LLP relating to the
legality of the issuance and sale of the shares in the offering is
attached as Exhibit 5.1 hereto.
Item
8.01.
Other
Events.
On each
of October 10, 2018, October 11, 2018 and October 15, 2018, the
Company issued a press release with respect to the offering
described in Item 1.01 of the Current Report on Form 8-K. The press
releases are filed as Exhibits 99.1, 99.2 and 99.3 hereto and are
incorporated herein by reference.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Underwriting
Agreement, dated October 11, 2018
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Opinion
of K&L Gates LLP
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Consent
of K&L Gates LLP (included in Exhibit 5)
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Press
Release, dated October 10, 2018
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Press
Release, dated October 11, 2018
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Press
Release, dated October 15, 2018
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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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October
16, 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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