ENDRA Life Sciences Inc. (Form: 8-K, Received: 05/12/2017 16:10:52)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May 8, 2017

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

Not Applicable

(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))

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreements

Effective upon the closing of the initial public offering of units (the “Offering”) of ENDRA Life Sciences, Inc. (the “Company”) on May 12, 2017, the Company entered into amended and restated employment agreements (the “Employment Agreements” and each, an “Employment Agreement”) with Francois Michelon, its Chief Executive Officer and Chairman of its Board of Directors, and Michael Thornton, its Chief Technology Officer. As described in the prospectus (the “Prospectus”), dated May 8, 2017, filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 10, 2017 pursuant to Rule 424(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”), under the heading “Employment Agreements and Change of Control Arrangements,” Mr. Michelon’s Employment Agreement provides for an annual base salary of $325,000 and eligibility for an annual cash bonus up to a percentage of such base salary (in 2016, up to 35% of his base salary then in effect). Mr. Thornton’s Employment Agreement provides for an annual base salary of $245,000 and eligibility for an annual cash bonus up to a percentage of such base salary (in 2016, up to 22% of his base salary then in effect). The Employment Agreements also provide for eligibility to receive benefits substantially similar to those of the Company’s other senior executive officers.

Pursuant to the Employment Agreements, Mr. Michelon and Mr. Thornton were each granted stock options (the “Stock Options”) to purchase a number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), that, taken together with the number of shares such officer already held, equals 5.0% of the Company’s total issued and outstanding shares of Common Stock on the date of grant on a fully diluted basis. The Stock Options have an exercise price equal to $5.00, the price per unit to the public in the Offering, and vest in three equal annual installments beginning on the first anniversary of the grant date.

The foregoing description of the Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Consulting Agreement

On May 12, 2017, the Company entered into a consulting agreement (the “Consulting Agreement”) with StoryCorp Consulting (“StoryCorp”), pursuant to which David Wells will continue to provide services to the Company as its Chief Financial Officer. Pursuant to the Consulting Agreement, the Company will pay to StoryCorp a monthly fee of $9,000. Additionally, pursuant to the Consulting Agreement, the Company granted to Mr. Wells a stock option to purchase 15,000 shares of Common Stock in connection with the closing of the Offering, having an exercise price per share equal to $5.00 (the price per unit to the public in the Offering) and vesting in twelve equal quarterly installments, and will grant to Mr. Wells a stock option to purchase the same number of shares of Common Stock with the same terms on each annual anniversary of the date of the Consulting Agreement. The Consulting Agreement supersedes the consulting agreement previously in effect between the Company and StoryCorp.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

Certificate of Amendment to Certificate of Incorporation

On May 8, 2017, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Third Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware to effect a one-for-3.5 reverse split (the “Reverse Split”) of the Company’s Common Stock, with no reduction in authorized capital stock. Pursuant to the terms of the Certificate of Amendment, the Reverse Split became effective at 11:59 p.m. Eastern Time on May 8, 2017. The Reverse Split was previously approved by holders of a majority of the Company’s issued and outstanding Common Stock.

The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amended and Restated Certificate of Incorporation

On May 9, 2017, in connection with the Offering, the Company amended and restated its Charter (as amended and restated, the “Fourth Amended and Restated Charter”).

The foregoing description of the Fourth Amended and Restated Charter is qualified in its entirety by reference to the full text of the Fourth Amended and Restated Charter, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

9.01. Financial Statements and Exhibits.

The exhibits required to be filed as a part of this Form 8-K are listed in the Exhibit Index attached hereto and incorporated herein by reference.

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.

Date: May 12, 2017	By:	/s/ Francois Michelon
	Name:	Francois Michelon
	Title:	Chief Executive Officer and Director

EXHIBIT INDEX

Exhibit No.		Description

3.1		Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation, dated May 8, 2017.

3.2		Fourth Amended and Restated Certificate of Incorporation of the Company, dated May 9, 2017.

10.1		Amended and Restated Employment Agreement, dated May 12, 2017, by and between the Company and Francois Michelon.

10.2		Amended and Restated Employment Agreement, dated May 12, 2017, by and between the Company and Michael Thornton.

10.3		Consulting Agreement, dated May 12, 2017, by and between the Company and StoryCorp Consulting.

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

ENDRA Life Sciences Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

FIRST: The Certificate of Incorporation of the Corporation is hereby amended by adding the following paragraph to the end of Article FOURTH thereof which shall read in its entirety as follows:

“Upon the effectiveness of this Certificate of Amendment, (the “Effective Time”), each share of the Common Stock, issued and outstanding immediately prior to the Effective Time, will be automatically reclassified as and converted into 0.2857 of a share of Common Stock; provided, however, that no fractional shares shall be issued to stockholders as a result of the foregoing reclassification and that in lieu thereof, the Corporation shall, after aggregating all fractions of a share to which a holder would otherwise be entitled, round any resulting fractional shares up to the nearest whole share. Any stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of Common Stock as equals the product obtained by multiplying the number of shares of Common Stock represented by such certificate immediately prior to the Effective Time by 0.2857, but giving effect to the rounding of fractional shares provided for in the immediately preceding sentence.”

SECOND : The foregoing amendment was duly adopted in accordance with the provisions of Sections 242 and 228 (by the written or electronic consent of the stockholders of the Corporation) of the General Corporation Law of the State of Delaware.

THIRD : This Certificate of Amendment shall become effective at 11:59 p.m. Eastern Time on May 8, 2017.

In Witness Whereof, said corporation has caused this certificate to be signed this 8th day of May 2017.

	ENDRA Life Sciences Inc.

	By:	/s/ Francois Michelon
		Francois Michelon, Chief Executive Officer

Exhibit 3.2

FOURTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ENDRA LIFE SCIENCES INC.

The present name of the corporation is ENDRA LIFE SCIENCES INC. The corporation was incorporated under the name “ENDRA INC.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on July 18, 2007. This Fourth Amended and Restated Certificate of Incorporation of the corporation, which restates and integrates and also further amends the provisions of the corporation’s Certificate of Incorporation, as previously amended, restated, supplemented or otherwise modified (the “Existing Certificate of Incorporation”), was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of its stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware. The Existing Certificate of Incorporation of the corporation is hereby amended, integrated and restated to read in its entirety as follows:

FIRST: The name of the corporation (the “Corporation”) is:

ENDRA Life Sciences Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (the “DGCL”).

FOURTH: The total number of shares of stock that the Corporation shall have authority to issue shall be 60,000,000 shares, consisting of 50,000,000 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), and 10,000,000 shares of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”). Subject to the rights of the holders of any series of Preferred Stock then outstanding, the number of authorized shares of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required therefor.

COMMON STOCK

1. GENERAL. All shares of Common Stock will be identical and will entitle the holders thereof to the same rights, powers and preferences. The rights, powers and preferences of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of holders of the Preferred Stock.

2. DIVIDENDS. Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding Preferred Stock.

3. DISSOLUTION, LIQUIDATION OR WINDING UP. In the event of any dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, each issued and outstanding share of Common Stock shall entitle the holder thereof to receive an equal portion of the net assets of the Corporation available for distribution to the holders of Common Stock, subject to any preferential rights of any then outstanding Preferred Stock.

4. VOTING RIGHTS. Except as otherwise required by law or this Fourth Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), each holder of Common Stock shall have one vote in respect of each share of stock held of record by such holder on the books of the Corporation for the election of directors and on all matters submitted to a vote of stockholders of the Corporation. Except as otherwise required by law or provided herein, holders of Common Stock shall vote together with holders of the Preferred Stock as a single class, subject to any special or preferential voting rights of any then outstanding Preferred Stock. There shall be no cumulative voting.

PREFERRED STOCK

The Preferred Stock may be issued in one or more series at such time or times and for such consideration or considerations as the Board of Directors of the Corporation may determine. Each series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

The Board of Directors is expressly authorized to provide for the issuance of all or any shares of the undesignated Preferred Stock in one or more series, each with such designations, preferences, voting powers (or special, preferential or no voting powers), relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by the Board of Directors to create such series, and a certificate of said resolution or resolutions (a “Certificate of Designation”) shall be filed in accordance with the DGCL. The authority of the Board of Directors with respect to each such series shall include, without limitation of the foregoing, the right to provide that the shares of each such series may be: (i) subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; (iv) convertible into, or exchangeable for, shares of any other class or classes of stock, or of any other series of the same or any other class or classes of stock of the Corporation at such price or prices or at such rates of exchange and with such adjustments, if any; (v) entitled to the benefit of such limitations, if any, on the issuance of additional shares of such series or shares of any other series of Preferred Stock; or (vi) entitled to such other preferences, powers, qualifications and rights, all as the Board of Directors may deem advisable and as are not inconsistent with law and the provisions of this Certificate of Incorporation.

FIFTH:

1. NUMBER OF DIRECTORS. The number of directors of the Corporation shall be determined exclusively by resolution adopted by a majority of the Whole Board. For purposes of this Certificate of Incorporation, the term “Whole Board” means the total number of authorized directors whether or not there exists any vacancies in previously authorized directorships.

2. ELECTION OF DIRECTORS. The directors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote on such election. Directors need not be stockholders of the Corporation. Unless required by the Bylaws, the election of the Board of Directors need not be by written ballot.

3. VACANCIES. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board of Directors, may be filled only by vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director.

SIXTH: The following provisions are included for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its Board of Directors and stockholders:

1. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation.

2. The Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation. The stockholders shall also have the power to adopt, amend or repeal the Bylaws of the Corporation; PROVIDED, HOWEVER, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the amendment of the Bylaws by the Corporation’s stockholders shall require the affirmative vote of the holders of at least two-thirds (66 2/3%) of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

3. The books of the Corporation may be kept at such place within or without the State of Delaware as the Bylaws of the Corporation may provide or as may be designated from time to time by the Board of Directors of the Corporation.

SEVENTH: Special meetings of stockholders (i) may be called on the order of a majority of the Whole Board, the Chairman of the Board, the Chief Executive Officer or the President (in the absence of a chief executive officer), and (ii) shall be called by the Secretary upon written request of the holders of record of at least twenty percent (20%) of the outstanding shares of common stock of the Corporation at the time such request is validly submitted by the holders of such requisite percentage of such outstanding shares, subject to and in compliance with this Article SEVENTH and the bylaws of the Corporation. Advance notice of stockholder nominations for the election of directors of the Corporation and of business to be brought by stockholders before any meeting of stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation. Business transacted at special meetings of stockholders shall be confined to the purpose or purposes stated in the notice of meeting.

EIGHTH: The Corporation shall indemnify (and advance expenses to) its officers and directors to the full extent permitted by the DGCL, as amended from time to time.

NINTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, for any act or omission, except that a director may be liable (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. The elimination and limitation of liability provided herein shall continue after a director has ceased to occupy such position as to acts or omissions occurring during such director’s term or terms of office. Any amendment, repeal or modification of this Article NINTH shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

TENTH: Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for all “internal corporate claims.” “Internal corporate claims” means claims, including claims in the right of the Corporation, (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity or (ii) as to which Title 8 of the Delaware Code confers jurisdiction upon the Court of Chancery, except for, as to each of (i) through (ii) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Article TENTH shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article TENTH (including, without limitation, each portion of any sentence of this Article TENTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

ELEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that, notwithstanding any other provision of the Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provision of this Certificate of Incorporation inconsistent with Article FIFTH, Article SIXTH, Article SEVENTH, Article NINTH, Article TENTH or this Article ELEVENTH.

/s/ Francois Michelon ____________________

Name: Francois Michelon

Chief Executive Officer

DATED: May 9, 2017

Exhibit 10.1

May 12, 2017

Dear Francois:

ENDRA Life Sciences Inc. (the “Company”) is pleased to offer you continued employment on the following terms:

1. Position . Your title will be Chief Executive Officer and Chairman of the Board of Directors of the Company (the “Board”), and you will report directly to the Board. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

2. Term . Subject to the remaining provisions of this paragraph, this letter agreement will be for an initial term that begins as of the date first set forth above and continues in effect through December 31, 2019 (the “Initial Term”) and, unless terminated sooner, will continue on a year-to-year basis after the Initial Term (each year, a “Renewal Term”). If either party elects not to renew this letter agreement, that party must give a written notice of termination to the other party at least 90 days before the expiration of the then-current Initial Term or Renewal Term. If one party provides the other with a notice of termination, no further automatic extensions will occur and this letter agreement will terminate at the end of the then-existing Initial Term or Renewal Term, and such termination will not result in any entitlement to compensation pursuant to Section 9 below or otherwise.

3. Cash Compensation . The Company will pay you a base salary at an annual rate of $325,000, in accordance with the Company’s standard payroll schedule and subject to applicable deductions and withholdings. This salary will be subject to periodic review and adjustments at the Board’s discretion. In addition, you will be eligible to receive an annual bonus to be paid based on attainment of Company and individual performance objectives to be established annually by the Board. With respect to 2016, the annual bonus target to be paid if all goals are achieved will be a cash payment equal to 35% of your base salary earned in 2016 and will be based on the realization of milestones determined and approved by the Board.

4. Employee Benefits . As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits. You will receive 15 days of paid time off (PTO) per calendar year, in accordance with Company policy in effect from time to time. Without limiting the generality of the foregoing, while you are an employee of the Company, the Company will provide you life insurance, with you to designate the beneficiary thereunder, in an amount equal to your base salary as in effect on the date of this letter agreement and as in effect on the first business day of each calendar year thereafter. You will also be eligible to participate in a long-term disability insurance plan sponsored by the Company.

5. IPO Stock Option .

(a) Number of Shares . Immediately prior to a firm commitment, underwritten Initial Public Offering (as defined in the Company’s Second Amended and Restated 2013 Stock Incentive Plan, as amended (the “Plan”)), you will be granted an Option (as defined in the Plan) to purchase such number of shares of the Company’s common stock (the “Common Stock”) that, together with any options to purchase Common Stock held by you immediately prior to the Initial Public Offering, is equal to 5% (on a fully-diluted basis) of the Company’s total issued and outstanding shares of Common Stock at the time of the Initial Public Offering (the “IPO Option”).

(b) Exercise Price; Term . The exercise price per share of the IPO Option will be equal to the price at which shares of Common Stock are sold to the public in such Initial Public Offering. The IPO Option will have a term that expires eight years from the grant date.

(c) Plan Terms Control . The IPO Option will be subject to the terms and conditions applicable to Options granted under the Plan, as described in the Plan and the applicable Award Agreement (as defined in the Plan).

(d) Scheduled Vesting . The IPO Option will vest in three equal annual installments on the first, second and third annual anniversaries of the Grant Date, as described in the applicable Award Agreement.

(e) Accelerated Vesting . If your Separation from Service (as defined in the Plan) is the result of an involuntary discharge by the Company that is without Cause (as defined in the Plan) and is not the result of your death or Disability (as defined in the Plan), then any shares subject to the IPO Option that are scheduled to vest within 12 months of such Separation from Service will vest immediately upon such Separation from Service, and any remaining unvested portion of the IPO Option will terminate immediately.

(f) Accelerated Vesting upon Change in Control . If your Separation from Service is the result of an involuntary discharge by the Company that is without Cause, and is not the result of your death or Disability, and is within 12 months following a Change in Control (as defined in the Plan), then all shares subject to the IPO Option will vest immediately upon such Separation from Service.

(g) Forfeiture of Unvested Options . If your Separation from Service is for any reason other than an involuntary discharge by the Company that is without Cause, the unvested portion of the IPO Option will immediately terminate.

(h) Separation from Service for Cause . If your Separation from Service is for Cause, the unvested and vested portion of the IPO Option will immediately terminate.

(i) Exercise Period following Separation from Service. Following your Separation from Service for any reason other than Cause, the vested potion of the Option will remain exercisable for one year (by you or your beneficiaries in the event of your death), subject to any outer limits contained in the Plan or the applicable Award Agreement.

6. Confidential Information, Assignment of Inventions, and Non-Solicitation Agreement . You will be required, as a condition of your continued employment with the Company, to sign (or re-sign) the Company’s Confidential Information, Assignment of Inventions, and Non-Solicitation Agreement, a copy of which is attached hereto as Exhibit A .

7. Time and Place of Employment; Travel . It is acknowledged that your regular workplace will not be the Company’s offices in Ann Arbor, Michigan and instead will be outside of the state of Michigan. The Company will pay or reimburse your reasonable travel for business on the Company’s behalf from your home in Florida, lodging, meal and related incidental costs, consistent with the Company’s travel policies in effect from time to time. Additionally, upon the Company’s establishment of a new corporate headquarters outside the state of Michigan, you will be expected to relocate your permanent residence to such general location. In connection with your relocation, the Company agrees to reimburse your reasonable moving expenses and up to two months for temporary housing, such amounts to be ultimately determined by the Board. The Company requires presentation of receipts or an itemized accounting prior to making any reimbursements under this paragraph.

8. Employment Relationship . Your employment with the Company will continue to be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

9. Certain Payments upon Separation from Service . If you are terminated by the Company without Cause, then, contingent upon your execution, delivery and non-revocation of a release in form and substance satisfactory to the Company and consistent with the Company’s standard release agreement, which contains a full release of all claims against the Company and certain other provisions (the “Release Agreement”), including a reaffirmation of the covenants in your Confidential Information, Assignment of Inventions, and Non-Solicitation Agreement, you will be entitled to (i) 12 months’ (or 24 months’ if such Separation from Service occurs within one year following a Change in Control) continuation of your current base salary and (ii) a lump sum payment equal to 12 months (or 24 months if such Separation from Service occurs within one year following a Change in Control) of COBRA premiums based on the terms of Company’s group health plan and your coverage under such plan as of the date of your Separation from Service (regardless of any COBRA election actually made by you or the actual COBRA coverage period under the Company’s group health plan). The Company’s obligations under this paragraph are subject to the requirements and time periods set forth in this paragraph and in the Release Agreement. Prior to receiving the payments described in this paragraph, you must execute the Release Agreement on or before the date 21 days (or such longer period to the extent required by law) after your Separation from Service. If you fail to timely execute and remit the Release Agreement, you waive any right to the payments provided under this paragraph. Payments under this paragraph will commence within 15 days of your execution and delivery of the Release Agreement, provided that you do not revoke the Release Agreement. Your rights following a Separation from Service under the terms of any Company plan, whether tax-qualified or not, that are not specifically addressed in this letter agreement, will be subject to the terms of such plan, and this letter agreement will have no effect upon such terms except as specifically provided herein. Except as specifically provided in this paragraph, you will not have any further rights to compensation under this letter agreement following your Separation from Service.

10. Removal from any Boards and Positions . Unless you and the Company agree otherwise at the time of your Separation from Service, upon your Separation from Service, you will be deemed to resign (a) if a member, from the Board and the board of directors of any affiliate and any other board to which you have been appointed or nominated by or on behalf of the Company or an affiliate, (b) from each position with the Company and any affiliate, including as an officer of the Company or an affiliate and (c) as a fiduciary of any employee benefit plan of the Company and any affiliate.

11. Tax Matters .

(a) Withholding . All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

(b) Tax Advice . You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities.

12. Confidentiality . You and the Company have entered into a Confidential Information, Assignment of Inventions, and Non-Solicitation Agreement. In addition to the terms of that agreement, you agree that the terms and conditions of this letter agreement are strictly confidential and, with the exception of your legal counsel, tax advisor, immediate family or as required by applicable law, have not and will not be disclosed, discussed or revealed to any other persons, entities or organizations, whether within or outside the Company, without prior written approval of the Company. For avoidance of doubt, you may not utilize the terms of this letter agreement to seek employment with another party.

13. Interpretation, Amendment and Enforcement . This letter agreement and Exhibit A hereto constitute the complete agreement between you and the Company, contain all of the terms of your continued employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company will be governed by Michigan law, excluding laws relating to conflicts or choice of law.

14. Section 409A . It is intended that this letter agreement comply with Section 409A of the Internal Revenue Code of 1986 (“Section 409A”), to the extent applicable. This letter agreement will be administered in a manner consistent with this intent, and any provision that would cause this letter agreement to fail to satisfy Section 409A will have no force or effect until amended to comply with Section 409A. Notwithstanding anything in this letter agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute nonqualified deferred compensation subject to Section 409A, then to the extent necessary to comply with Section 409A, such payment or benefit will not be made, provided or commenced until six months after your Separation from Service. For purposes of Section 409A, the right to a series of installment payments will be treated as a right to a series of separate payments. Notwithstanding anything in this letter agreement to the contrary, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to you under this letter agreement will be paid to you on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to you) during any one year may not effect amounts reimbursable or provided in any subsequent year.

* * * * *

You may indicate your agreement with the terms of this letter agreement by signing and dating both the enclosed duplicate original of this letter agreement and the enclosed Confidential Information, Assignment of Inventions, and Non-Solicitation Agreement and returning them to me.

If you have any questions, please call me at (617) 398-7618.

Very truly yours,

ENDRA LIFE SCIENCES INC.

Sign Name: /s/ Michael Thornton

Print Name: Michael Thornton

Title: Chief Technology Officer

I have read and accept this employment letter agreement:

/s/ Francois Michelon

Signature of Francois Michelon

Dated: May 12, 2017

Attachment

Exhibit A: Confidential Information, Assignment of Inventions, and Non-Solicitation Agreement

Exhibit 10.2

May 12, 2017

Dear Michael:

ENDRA Life Sciences Inc. (the “Company”) is pleased to offer you continued employment on the following terms:

1. Position . Your title will be Chief Technology Officer of the Company, and you will report directly to the Chief Executive Officer of the Company and the Board of Directors of the Company (the “Board”). This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

3. Cash Compensation . The Company will pay you a base salary at an annual rate of $245,000, in accordance with the Company’s standard payroll schedule and subject to applicable deductions and withholdings. This salary will be subject to periodic review and adjustments at the Board’s discretion. In addition, you will be eligible to receive an annual bonus to be paid based on attainment of Company and individual performance objectives to be established annually by the Board. With respect to 2016, the annual bonus target to be paid if all goals are achieved will be a cash payment equal to 22% of your base salary earned in 2016 and will be based on the realization of milestones determined and approved by the Board.

5. IPO Stock Option .

(h) Separation from Service for Cause . If your Separation from Service is for Cause, the unvested and vested portion of the IPO Option will immediately terminate.

7. Time and Place of Employment; Travel . Your regular workplace will be Ann Arbor, Michigan. The Company will pay or reimburse your reasonable travel for business on the Company’s behalf from your home, lodging, meal and related incidental costs, consistent with the Company’s travel policies in effect from time to time. Additionally, upon the Company’s establishment of a new corporate headquarters outside the state of Michigan, you will be expected to relocate your permanent residence to such general location. In connection with your relocation, the Company agrees to reimburse your reasonable moving expenses and up to two months for temporary housing, such amounts to be ultimately determined by the Board. The Company requires presentation of receipts or an itemized accounting prior to making any reimbursements under this paragraph.

9. Certain Payments upon Termination . If you are terminated by the Company without Cause, then, contingent upon your execution, delivery and non-revocation of a release in form and substance satisfactory to the Company and consistent with the Company’s standard release agreement, which contains a full release of all claims against the Company and certain other provisions (the “Release Agreement”), including a reaffirmation of the covenants in your Confidential Information, Assignment of Inventions, and Non-Solicitation Agreement, you will be entitled to (i) 12 months’ (or 24 months’ if such termination occurs within one year following a Change in Control) continuation of your current base salary and (ii) a lump sum payment equal to 12 months (or 24 months if such termination occurs within one year following a Change in Control) of COBRA premiums based on the terms of Company’s group health plan and your coverage under such plan as of the date of your Separation from Service (regardless of any COBRA election actually made by you or the actual COBRA coverage period under the Company’s group health plan). The Company’s obligations under this paragraph are subject to the requirements and time periods set forth in this paragraph and in the Release Agreement. Prior to receiving the payments described in this paragraph, you must execute the Release Agreement on or before the date 21 days (or such longer period to the extent required by law) after your Separation from Service. If you fail to timely execute and remit the Release Agreement, you waive any right to the payments provided under this paragraph. Payments under this paragraph will commence within 15 days of your execution and delivery of the Release Agreement, provided that you do not revoke the Release Agreement. Your rights following a Separation from Service under the terms of any Company plan, whether tax-qualified or not, that are not specifically addressed in this letter agreement, will be subject to the terms of such plan, and this letter agreement will have no effect upon such terms except as specifically provided herein. Except as specifically provided in this paragraph, you will not have any further rights to compensation under this letter agreement following your Separation from Service.

11. Tax Matters .

(a) Withholding . All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

* * * * *

If you have any questions, please call me at (617) 453-8401.

Very truly yours,

ENDRA LIFE SCIENCES INC.

/s/ Francois Michelon

By: Francois Michelon, Chief Executive Officer

I have read and accept this employment letter agreement:

/s/ Michael Thornton

Signature of Michael Thornton

Dated: May 12, 2017

Attachment

Exhibit A: Confidential Information, Assignment of Inventions, and Non-Solicitation Agreement

Exhibit 10.3

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “ Agreement ”) is entered into as of May 12, 2017, by and between ENDRA Life Sciences Inc., a Delaware corporation (the “ Company ”), and StoryCorp Consulting, a Nevada corporation (“ StoryCorp ”).

RECITALS

WHEREAS, the Company desires to engage StoryCorp to provide certain finance, accounting and management services with respect to the Company's business; and

WHEREAS, StoryCorp represents that it has considerable knowledge and experience in finance, accounting and management services, and desires to provide those services to the Company, all as more specifically set forth below.

NOW, THEREFORE, in consideration of the promises and the respective covenants and agreements of the parties herein contained, the parties hereby agree as follows.

1. Consulting Engagement; Term . The Company hereby engages StoryCorp and StoryCorp hereby accepts such engagement by the Company as a consultant and advisor with respect to the matters specifically set forth herein and/or Schedule A attached hereto. The term of this Agreement (the “ Term ”) shall commence on the date of execution of this Agreement and continue on a monthly basis unless terminated earlier as herein provided.

2. Consulting Services . During the term of the Agreement, StoryCorp shall devote the time necessary from the StoryCorp offices, completing tasks as outlined in Schedule A . StoryCorp represents and warrants to the Company that it is able to provide such services in a professional manner consistent with this type of engagement. The parties understand and further agree that, during the Term of the Agreement, StoryCorp is not restricted from providing similar consulting services to other companies, provided that any such other activities shall not materially interfere with the services required to be provided hereunder.

Company agrees to respond timely by email to activity reports submitted by StoryCorp. In the absence of comments from the Company, StoryCorp assumes that activities are accepted by the Company.

3. Compensation .

(a) In consideration of the consulting services to be rendered as set forth herein, Company shall compensate StoryCorp as follows:

(i) $9,000 in cash; paid monthly on the 15 th day of each calendar month, beginning on the first such day following the consummation of the initial public offering of the Company’s common stock (“ Common Stock ”);

(ii) Upon the date of this Agreement the Company shall grant to David R. Wells or his designee (“ Wells ”) a stock option award covering a total of 15,000 shares of Common Stock under the Company’s 2016 Omnibus Incentive Plan (the “ Plan ”) with a per share exercise price equal to offering price to the public for the Company’s initial public offering, exercisable for a 4-year period from such option’s grant date and vesting in twelve equal quarterly installments; and

(iii) On each annual anniversary of the date of this Agreement, the Company shall grant to Wells an additional stock option award covering a total of 15,000 shares of Common Stock under the Plan with a per share exercise price equal to the closing price of the Common Stock on the date of grant, or its Fair Market Value, exercisable for a 4-year period from such option’s grant date and vesting in twelve equal quarterly installments.

(b) If this Agreement is terminated by the Company without Cause and is not due to Wells’ death or Disability, the vested portion of the stock option awards described in this Section 3 will remain exercisable for sixty (60) days, subject to any outer limits contained in the Plan or the applicable Award Agreement, and the unvested portion of such stock option awards will terminate immediately.

(c) If this Agreement is terminated by the Company with Cause, the unvested and vested portion of the stock option awards described in this Section 3 will immediately terminate.

(d) If this Agreement is terminated by the Company without Cause and is not due to Wells’ death or Disability, and is within 12 months following a Change of Control (as defined in the Plan), then all shares subject to the stock option awards described in this Section 3 will vest immediately upon such termination.

Monthly compensation as noted in Section 3(a) is subject to adjustment by both parties based on several factors including transaction volume, complexity, internal staffing and changes in reporting requirements.

4. Termination . This Agreement may be terminated in any one of the following ways:

(a) By the Company With or Without Cause . The Company may, with or without Cause, terminate this Agreement, effective sixty (60) days after written notice is provided to StoryCorp.

(b) By StoryCorp With or Without Cause. StoryCorp may, with or without Cause, terminate this Agreement, effective sixty (60) days after written notice is provided to the Company.

(c) By StoryCorp, Immediate. StoryCorp may terminate this Agreement immediately due to the Company’s non-payment of fees owed to StoryCorp pursuant to this Agreement if any such fees are not paid within seven (7) days after the date such fees are due.

5. Expenses . During the term of the Agreement, the Company shall pay or promptly reimburse StoryCorp for reasonable and necessary travel, lodging, meals, telephone, copying, delivery, and other expenses paid or incurred by StoryCorp in connection with the direct performance of its services, activities and responsibilities under this Agreement, upon presentation of documented expenses, statements, or other evidences of expenses provided. Any individual expense incurred in excess of $1,000 requires pre-approval of the Company by email.

6. Representations and Warranties of the Company .

(a) The Company hereby represents and warrants that it has full power and legal right and authority to execute, deliver, and perform under this Agreement, and that the officer(s) executing this Agreement on behalf of the Company has full power of authority to do so.

(b) The Company hereby represents and warrants that this Agreement has been duly authorized by all necessary corporate action, has been duly executed and delivered by the Company and is enforceable against the Company in accordance with its terms, subject only to the applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the rights of creditors generally and to principles of equity.

(c) The Company hereby covenants and agrees to indemnify and hold harmless StoryCorp from and against and in respect of: (i) any and all losses and damages resulting from any misrepresentations or breaches of any warranty, covenant or agreement by the Company made or contained in this Agreement, and (ii) any and all actions, suit, proceedings, claims, demands, judgments, costs and expenses, including attorney's fees, incident to the foregoing.

7. Representations, Warranties and Covenants of StoryCorp .

(a) StoryCorp hereby represents and warrants that it has full power and legal right and authority to execute, deliver, and perform under this Agreement.

(b) StoryCorp hereby covenants and agrees to indemnify and hold harmless the Company from and against and in respect of: (i) any and all losses and damages resulting from any misrepresentation or breach of any warranty, covenant or agreement by StoryCorp made or contained in this Agreement, and (ii) any and all actions, suit, proceedings, claims, demands, judgments, costs and expenses, including attorney’s fees, incident to the foregoing.

(c) StoryCorp acknowledges that it has signed a non-disclosure agreement with the Company and such non-disclosure agreement shall remain in full force and effect not withstanding the parties’ entry into this Agreement or Section 10 hereof.

8. Independent Contractor Status .

It is expressly understood and agreed that this is a consulting services agreement only and does not constitute an employer/employee relationship. Accordingly, StoryCorp agrees that StoryCorp shall be solely responsible for the payment of its own taxes or sums due to the federal, state or local governments, office overhead, workers compensation, fringe benefits, pension contributions and other expenses. StoryCorp is an independent contractor and the Company shall have no right to control the activities of StoryCorp other than to require StoryCorp to provide its consulting services in a professional manner pursuant to the terms and conditions of this Agreement. StoryCorp shall have no authority to bind the Company except as provided for by Company in writing.

9. Miscellaneous Provisions .

(a) Notices . Any notice, request, demand or other communications required or permitted pursuant to this Agreement shall be in writing and shall be deemed to have been properly given if delivered in person or by courier or other overnight carrier, by facsimile transmission or by certified or registered mail, postage prepaid and return receipt requested, to each party hereto at the address indicated below or at any other address as may be designated from time to time by written notice to each party. Such notice shall be deemed given upon delivery.

	If to StoryCorp:	StoryCorp Consulting
		5042 Wilshire Blvd #41012
		Los Angeles CA 90036
		Fax (866) 212-6489


	If to the Company:	ENDRA Life Sciences Inc.
		3600 Green Court, Suite 350
		Ann Arbor, MI, 48105

(b) Certain Definitions . Capitalized terms used but not otherwise defined herein shall have the respective meanings given to such terms in the Plan.

10. Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supersedes all prior written or oral agreements, commitments or understandings with respect to the matters provided for herein, including that certain Consulting Agreement dated July 23, 2014 by and between the Company and StoryCorp, and no modification shall be binding unless set forth in writing and duly executed by each party hereto.

11. Binding Effects . This Agreement shall be binding upon and inure to the benefit of the parties hereto their respective heirs, executors, administrators and successors, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business.

12. Headings . The headings or captions of this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or scope of this Agreement or the intent of any provisions hereof.

13. Identification . Whenever required by the context of this Agreement, the singular number shall include the plural, and the word “person” or “party" shall include a corporation, limited liability company, firm, partnership, or other form of association.

14. Waiver . The waiver by any party to this Agreement of a breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach of that or any other provision of this Agreement.

15. Arbitration . In the event of any dispute between the parties which arises under this Agreement, such dispute shall be settled by arbitration in accordance with the rules for commercial arbitration of the American Arbitration Association (or a similar organization) in effect at the time such arbitration is initiated. A list of arbitrators shall be presented to the claimant and respondent from which one will be chosen using the applicable rules. The hearing shall be conducted in the City of Los Angeles, California, unless both parties consent to a different location. The decision of the arbitrator shall be final and binding upon all parties.

The prevailing party shall be awarded all of the filing fees and related administrative costs. Administrative and other costs of enforcing an arbitration award, including the costs of subpoenas, depositions, transcripts and the like, witness fees, payment of reasonable attorney's fees, and similar costs related to collecting an arbitrator's award, will be added to, and become a part of, the amount due pursuant to this Agreement. Any questions involving contract interpretation shall use the laws of state of the venue as described above. An arbitrator's decision may be entered in any jurisdiction in which the party has assets in order to collect any amounts due hereunder.

16. Counterparts . For the convenience of the parties hereto, this Agreement may be executed in one or more counterparts, which shall each be considered an original.

17. Severability . If any provision of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement will continue in full force and effect so far as the intent of the parties hereto can be carried out.

18. Construction . Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same shall not be apply a presumption that the terms hereof shall be more strictly construed or strictly against the party who itself or through its agent prepared the same, it being agreed that the agents of all parties have participated in the preparation hereof.

19. Recitals . The recitals set forth at the beginning of this Agreement are incorporated by reference in, and made a part of this Agreement.

20. Governing Law . This Agreement shall be governed by and construed under the laws of the State of California (irrespective of its choice of law principles). Each party hereby consents to the exclusive jurisdiction of the state and federal courts sitting in Los Angeles County, California, in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. Each party further agrees that personal jurisdiction over such party may be effected by service of process by registered or certified mail addressed as provided in Section 9(a) of this Agreement, and that when so made shall be as if served upon such party personally within the State of California.

	ENDRA Life Sciences, Inc.	StoryCorp Consulting

	By: /s/ Francois Michelon	By: /s/ David R. Wells

	Name: Francois Michelon	Name: David R. Wells

	Title: Chief Executive Officer	Title: Chief Executive Officer

	Date: May 12, 2017	Date: May 12, 2017