Attached files
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)
November 8,
2018
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 1.01. Entry into a Material Definitive Agreement.
On
November 8, 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 (the “Offering”) for the
issuance and sale of up to 1,385,750 shares of the Company’s
common stock, par value $0.0001 per share (the “Common
Stock”), which amount includes the Underwriter’s option
to purchase up to an additional 180,750 shares of Common Stock to
cover over-allotments. The Underwriter exercised in full its option
to purchase the additional over-allotment shares on November 9,
2018.
The
Offering closed on November 13, 2018. The net proceeds to the
Company from the Offering were approximately $5.0 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
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.
On
August 16, 2018, the Company received a notification letter from
the Listing Qualifications Staff of The Nasdaq Stock Market LLC
notifying it that, based on the Company’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2018, it no longer
maintained the minimum $2.5 million stockholders’ equity
required for continued listing on The Nasdaq Capital Market under
Marketplace Rule 5550(b)(1) (the “Equity
Rule”).
As a
result of the completion of the Offering described above, the
Company believes it has regained compliance with the Equity Rule.
As of October 31, 2018, the Company’s total
stockholders’ equity was approximately $1.7 million. Taking
into account the net proceeds from the Offering after payment of
estimated offering expenses and the conversion of outstanding
convertible promissory notes upon consummation of the offering, the
Company’s total stockholders’ equity as of October 31,
2018 would have been approximately $7.7 million.
Item 7.01. Regulation FD Disclosure.
On each
of November 7, 2018, November 8, 2018 and November 13, 2018, the
Company issued a press release with respect to the Offering
described in Item 1.01 of this Current Report on Form 8-K. The
press releases are filed as Exhibits 99.1, 99.2 and 99.3 hereto,
respectively, and are incorporated herein by
reference.
The
information in Item 7.01 of this Current Report on Form 8-K and
Exhibits 99.1, 99.2 and 99.3 attached hereto is intended to be
furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference in such
filing.
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 November 8, 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 November 7, 2018
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Press
Release, dated November 8, 2018
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Press
Release, dated November 13, 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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November
13, 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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