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EX-99.2 - PRESS RELEASE, DATED NOVEMBER 8, 2018 - ENDRA Life Sciences Inc. | ndra_ex99-2.htm |
EX-99.1 - PRESS RELEASE, DATED NOVEMBER 7, 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, DATED NOVEMBER 8, 2018 - ENDRA Life Sciences Inc. | ndra_ex1-1.htm |
8-K - ENDRA LIFE SCIENCES INC. - ENDRA Life Sciences Inc. | ndra_form8-k.htm |
Exhibit
99.3
ENDRA Life Sciences
Announces Closing of Public Offering and Exercise of Over-Allotment
Option
ANN ARBOR, Michigan – November 13, 2018 – ENDRA
Life Sciences Inc. (“ENDRA” or the
“Company”) (NASDAQ: NDRA), a developer of enhanced
ultrasound technologies, has closed its previously announced
underwritten public offering of 1,205,000 shares of common stock at
an offering price of $3.90 per share. In connection with the
offering, the underwriter exercised in full its over-allotment
option to purchase an additional 180,750 shares of common stock at
the public offering price to cover over-allotments. All of the
common shares were offered by the Company.
As a
result, the total public offering size was 1,385,750 shares of
common stock, and the gross proceeds from the public offering were
approximately $5.4 million, before deducting underwriting discounts
and offering expenses.
“On
the heels of our recent Investigational Testing Authorization to
commence human studies with our Thermo-Acoustic Enhanced
Ultrasound, or TAEUS™, clinical system and the recent demand
from institutional investors, we strategically raised the necessary
capital to clean up our balance sheet and extend our financial
runway,” said Francois Michelon, CEO of ENDRA Life
Sciences.
“Furthermore,
we now have no debt outstanding and are confident that, with over
$8.5 million recently added to the balance sheet and transformative
milestones on the horizon, any near-term dilution risk is behind
the company. We look forward to executing on our near-term
commercial objectives,” concluded Michelon.
National
Securities Corporation, a wholly owned subsidiary of National
Holdings Corporation (NASDAQ: NHLD) acted as sole book-running
manager for the offering.
A shelf
registration statement on Form S-3 relating to the shares of common
stock offered was filed with the Securities and Exchange Commission
(the “SEC”) and is effective. The final prospectus
supplement relating to this offering was filed with the SEC on
November 9, 2018. Copies of the final prospectus supplement and the
accompanying base prospectus relating to this offering may be
obtained by request to the offices of National Securities Corporation, Attention:
Christopher Passarelli, 200 Vesey Street, 25th Floor, New York, New
York 10281, telephone: (212) 417-8164 or by email at
prospectusrequest@nationalsecurities.com; or on the SEC’s website at
http://www.sec.gov.
This announcement shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any offer or sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful.
About ENDRA Life Sciences Inc.
ENDRA
Life Sciences Inc. ("ENDRA") (NASDAQ: NDRA) is a developer of
enhanced ultrasound technologies. ENDRA is developing a next
generation Thermo-Acoustic Enhanced UltraSound (TAEUS™)
platform to enable clinicians to visualize human tissue
composition, function and temperature in ways previously possible
only with CT & MRI - at a fraction of the cost, and at the
point-of-care. ENDRA's first TAEUS application will focus on the
quantification of fat in the liver, for early detection and
monitoring of Non-Alcoholic Fatty Liver Disease (NAFLD). ENDRA's
goal is to bring new capabilities to ultrasound - thereby
broadening access to better healthcare. For more information,
please visit www.endrainc.com.
About Non-Alcoholic Fatty Liver Disease (NAFLD)
NAFLD
is a condition closely associated with obesity, diabetes,
hepatitis-C and certain genetic predispositions in which fat
accumulates in the liver. NAFLD affects over 1 billion people
globally and is estimated to cost the U.S healthcare system over
$100B annually. NAFLD is often asymptomatic and if left untreated,
NAFLD can progress to inflammation (NASH), tissue scarring
(fibrosis), cell death (cirrhosis) and liver cancer. By 2025, NAFLD
is forecast to be the greatest root cause of liver transplants. The
only tools currently available for diagnosing and monitoring NAFLD
are impractical: expensive Magnetic Resonance Imaging (MRI) or an
invasive surgical biopsy.
Forward-Looking Statements
All statements in this release that are not based on historical
fact are “forward-looking statements.” While management
has based any forward-looking statements included in this release
on its current expectations, the information on which such
expectations were based may change. 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 those risks
and uncertainties described in the Risk Factors and in
Management’s Discussion and Analysis of Financial Condition
and Results of Operations sections of our recently filed Annual
Report on Form 10-K, which can be found on the SEC’s website
at www.sec.gov. We urge you to consider those risks and
uncertainties in evaluating our forward-looking statements. We
caution readers not to place undue reliance upon any such
forward-looking statements, which speak only as of the date made.
Except as otherwise required by the federal securities laws, we
disclaim any obligation or undertaking to publicly release any
updates or revisions to any forward-looking statement contained
herein (or elsewhere) to reflect any change in our expectations
with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
Company Contact
David Wells
Chief Financial Officer
(734) 997-0464
investors@endrainc.com
www.endrainc.com
Media & Investor Relations Contact
Chris Tyson
Managing Director
MZ North America
(949) 491-8235
NDRA@mzgroup.us
www.mzgroup.us