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) April 27, 2021
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
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
|
|
|
|
Registrant's
telephone number, including area code
|
|
(734)
335-0468
|
|
|
|
|
(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
|
|
Common
stock, par value $0.0001 per share
|
NDRA
|
The
Nasdaq Stock Market LLC
|
|
Warrants,
each to purchase one share of Common Stock
|
NDRAW
|
The
Nasdaq Stock Market LLC
|
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
2.02 Results of Operations and Financial
Condition
The
information set forth in Item 8.01 of this Current Report on Form
8-K is incorporated herein by reference.
Item 8.01 Other
Events
ENDRA
Life Sciences Inc. (the “Company”) is providing a
summary of certain preliminary estimates regarding its financial
results for the quarter ended March 31, 2021. This preliminary
financial information is based upon the Company’s estimates
and is subject to completion of its financial closing procedures.
Moreover, this preliminary financial information has been prepared
solely on the basis of information that is currently available to,
and that is the responsibility of, management. The Company’s
independent registered public accounting firm has not audited or
reviewed, and does not express an opinion with respect to, this
information. This preliminary financial information is not a
comprehensive statement of the Company’s financial results
for the quarter ended March 31, 2021 and remains subject to, among
other things, the completion of financial closing procedures, final
adjustments, completion of the Company’s internal review and
review by its independent registered public accounting firm of its
financial statements for the quarter ended March 31, 2021, which
may materially impact the results and expectations set forth
below.
The
Company expects no revenue for the quarter ended March 31, 2021 and
did not have revenue for the quarter ended March 31,
2020.
The
Company expects to record a net loss of approximately $2.5 million
for the quarter ended March 31, 2021 compared to a net loss of
approximately $3.3 million for the quarter ended March 31,
2020.
As of March 31, 2021, the Company had $16.8 million of cash and
cash equivalents.
Forward-Looking Statements
All statements in this report that are not based on historical fact
are “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements, which
are based on certain assumptions and describe future plans,
strategies and expectations, can generally be identified by the use
of forward-looking terms such as “believe,”
“expect,” “may,” “will,”
“should,” “could,” “seek,”
“intend,” “plan,” “goal,”
“explore,” “estimate,”
“anticipate” or other comparable terms. Examples of
forward-looking statements include, among others, preliminary
financial information. The forward-looking statements made in this
report speak only as of the date of this report, and the Company
assumes no obligation to update any such forward-looking statements
to reflect actual results or changes in expectations, except as
otherwise required by law.
SIGNATURES
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.
|
|
ENDRA Life Sciences Inc.
|
|
|
April
27, 2021
|
|
|
|
|
By:
|
/s/
Francois Michelon
|
|
|
Name:
|
Francois
Michelon
|
|
|
Title:
|
President
and Chief Executive Officer
|