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)
|
September
18, 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:
| Title of each class |
Trading Symbol(s)
|
Name of each exchange on which registered
|
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Common
stock, par value $0.0001 per share
|
NDRA
|
The
Nasdaq Stock Market LLC
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|
Warrants,
each to purchase one share 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
1.02
Termination
of a Material Definitive Agreement.
As
previously disclosed, on March 27, 2020, ENDRA Life Sciences Inc.
(the “Company”) entered into an At The Market Offering
Agreement (the “ATM Agreement”) with H.C. Wainwright
& Co., LLC (“Wainwright”) with respect to
an “at-the-market” equity offering under
which the Company could offer and sell, from time to time at the
Company’s discretion, shares of its common stock having an
aggregate offering price of up to $7.2 million, through Wainwright
as its sales agent.
On
September 18, 2020, the Company delivered written notice to
Wainwright to terminate the ATM Agreement, effective September 25,
2020.
The
description of the ATM Agreement contained in this Current Report
on Form 8-K does not purport to be complete and is qualified in its
entirety by reference to the copy of the ATM Agreement filed as
Exhibit 1.1 to the Company’s Current Report on Form 8-K filed
on March 27, 2020.
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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September
24, 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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