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) | December 15, 2020 |
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 1.01.
Entry into a Material Definitive Agreement.
On December 15, 2020, ENDRA Life Sciences Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc. (the “Underwriter”), relating to an underwritten public offering for the issuance and sale of 7,143,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase up to an additional 714,286 shares of its Common Stock to cover over-allotments, if any. The Underwriter exercised in full its option to purchase the additional 714,286 shares on December 16, 2020.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments the Underwriter may be required to make because of any of those liabilities.
The offering closed on December18, 2020. The net proceeds to the Company from the offering were approximately $4.9 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. 333-229090), previously filed with the Securities and Exchange Commission (the "SEC"), and the base prospectus included therein, as amended and supplemented by the preliminary prospectus filed with the SEC on December 15, 2020, and the final prospectus supplement filed with the SEC on December 17, 2020. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, 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.
Item 8.01.
Other Events.
On December 15, 2020 and December 18, 2020, the Company issued press releases 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 and are incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No. | Description | |
Underwriting Agreement, dated December 15, 2020 | ||
Opinion of K&L Gates LLP | ||
Consent of K&L Gates LLP (included in Exhibit 5.1) | ||
Press Release, dated December 15, 2020 | ||
Press Release, dated December 15, 2020 | ||
Press Release, dated December 18, 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.
ENDRA Life Sciences Inc. | ||
December 18, 2020 | ||
By: | /s/ Francois Michelon | |
Name: | Francois Michelon | |
Title: | President and Chief Executive Officer |