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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July
22, 2020
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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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
stock, par value $0.0001 per share
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NDRA
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The
Nasdaq Stock Market LLC
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Warrants,
each to purchase one shares of Common Stock
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NDRAW
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The
Nasdaq Stock Market LLC
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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
8.01
Other
Events.
On July
22, 2020, ENDRA Life Sciences Inc. (the “Company”)
filed with the Securities Exchange Commission (the "SEC") a
preliminary Consent Solicitation Statement (the “Preliminary
Statement”) relating to the potential issuance of the
Company’s common stock (“Common Stock”) upon the
exercise of outstanding warrants, each holder of which having
proposed that the Company partially waive the exercise price of
such holder’s warrant (collectively, the “Reduced
Exercise Price Warrants”). The Preliminary Statement
disclosed that, as of July 22, 2020, the Company had partially
waived the exercise prices of Reduced Exercise Price Warrants
exercisable for an aggregate of approximately 3.1 million shares of
Common Stock for aggregate gross proceeds of approximately $2.2
million.
Participants in Solicitation
The Company and its directors, executive officers and other members
of management and employees may be deemed to be participants in the
solicitation of consents in respect of the proposed issuance of
Common Stock upon the exercise of the Reduced Priced Warrants.
Information about the directors and executive officers of the
Company and other participants in the consent solicitation,
including a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the definitive
Consent Solicitation Statement that will be filed with the
SEC.
Additional Information
SHAREHOLDERS ARE ENCOURAGED TO READ THE COMPANY'S CONSENT
SOLICITATION STATEMENT AND SUBSEQUENT FILINGS, TOGETHER WITH ANY
OTHER RELEVANT DOCUMENTS THAT THE COMPANY FILES WITH THE SEC, WHEN
THEY BECOME AVAILABLE. THEY WILL CONTAIN IMPORTANT
INFORMATION.
INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN THE DOCUMENTS
FREE OF CHARGE AT THE SEC’S WEBSITE, WWW.SEC.GOV, FROM THE
COMPANY AT ITS WEBSITE, WWW.ENDRAINC.COM OR BY WRITING TO THE
COMPANY AT 3600 GREEN COURT, SUITE 350, ANN ARBOR, MI
48105.
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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July
22, 2020
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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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