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 27, 2019
 
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 5.02 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On December 27, 2019, ENDRA Life Sciences Inc. (the “Company”) entered into amendments (the “Amendments”) to employment letter agreements (the “Employment Agreements”), originally entered into on May 12, 2017 with each of Francois Michelon, the Company’s President and Chief Executive Officer, and Michael Thornton, the Company’s Chief Technology Officer. The Company has previously described the material terms of those Employment Agreements in its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2017.
 
The Amendments amend the Employment Agreements to provide that (i) Mr. Michelon’s and Mr. Thornton’s employment with the Company will continue until terminated under the terms of their respective Employment Agreements, and (ii) Mr. Michelon and Mr. Thornton will each receive certain payments if he is terminated by the Company without Cause (as defined in the Amendments) or for Good Reason (as defined in the Amendments). Except as provided in the Amendments, all of the terms and conditions of the Employment Agreements remain in full force and effect.
 
This description of the Amendments is not complete and is qualified in its entirety by reference to the full text of the Amendments, filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference. In the event of any conflict between this summary and the full text of the Amendments, the text of the Amendments, as applicable, shall control.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)            
Exhibits
 
Exhibit No.
 
Description
 
 
 
 
First Amendment to Employment Letter Agreement by and between the Company and Francois Michelon, dated December 27, 2019.
 
First Amendment to Employment Letter Agreement by and between the Company and Michael Thornton, dated December 27, 2019.
 
 
 
 
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 27, 2019
 
 
By: 
/s/ Francois Michelon
 
Name: 
Francois Michelon
 
Title:
President and Chief Executive Officer
 
 
 
   Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT LETTER AGREEMENT
 
This First Amendment (this “Amendment”) to that certain Employment Letter Agreement dated May 12, 2017 (the “Agreement”), by and between Francois Michelon (the “Employee”) and ENDRA Life Sciences Inc. (the “Company”), is effective December 27, 2019.
 
WHEREAS, the parties desire to amend the Agreement as set forth herein;
 
NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Amendment and the Agreement, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:
 
AGREEMENT
 
A. Effect of Amendment. This Amendment amends the Agreement. Except as provided in this Amendment, all of the terms and conditions of the Agreement remain in full force and effect.
 
B.           Section 2. Section 2 is deleted in its entirety and replaced with the following:
 
2.           Term. Your employment pursuant to this Agreement shall continue until terminated as provided in Section 8 below.
 
C.           Section 9. Section 9 is deleted in its entirety and replaced with the following:
 
9.           Certain Payments upon Separation from Service. If you are terminated by the Company without Cause (as defined in the Plan) or for Good Reason (as defined below), 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. “Good Reason” shall mean, in the context of your resignation, a resignation that occurs within thirty (30) days following the occurrence, without your written consent of one or more of the following events: (i) any adverse change in your base salary then in effect; or (ii) a significant reduction of your responsibilities relative to your responsibilities in effect immediately prior to such reduction; provided, however, that “Good Reason” shall not be deemed to exist hereunder if such change in base salary or reduction of responsibilities occurs in connection with (x) changes or reductions generally applicable to the Company’s management group, (y) your engagement in any action or any inaction that would otherwise enable the Company to terminate you for Cause.
 
D.           Entire Agreement.  This Amendment and the Agreement together constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior and contemporaneous communications regarding the same subject matter. They may not be further modified except by a written agreement executed by the parties.
 
IN WITNESS WHEREOF, the parties, intending to be legally bound thereby, have executed this Amendment as of the date first set forth above.
 
EMPLOYEE
ENDRA LIFE SCIENCES INC.
 
 
By: /s/ Francois Michelon
Name: Francois Michelon
By: _/s/ David Wells
Name: David Wells
Title: Chief Financial Officer
 
 
 
 
  Exhibit 10.2

FIRST AMENDMENT TO EMPLOYMENT LETTER AGREEMENT
 
This First Amendment (this “Amendment”) to that certain Employment Letter Agreement dated May 12, 2017 (the “Agreement”), by and between Michael Thornton (the “Employee”) and ENDRA Life Sciences Inc. (the “Company”), is effective December 27, 2019.
 
WHEREAS, the parties desire to amend the Agreement as set forth herein;
 
NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Amendment and the Agreement, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:
 
AGREEMENT
 
A. Effect of Amendment. This Amendment amends the Agreement. Except as provided in this Amendment, all of the terms and conditions of the Agreement remain in full force and effect.
 
B.           Section 2. Section 2 is deleted in its entirety and replaced with the following:
 
2.           Term. Your employment pursuant to this Agreement shall continue until terminated as provided in Section 8 below.
 
C.           Section 9. Section 9 is deleted in its entirety and replaced with the following:
 
9.           Certain Payments upon Separation from Service. If you are terminated by the Company without Cause (as defined in the Plan) or for Good Reason (as defined below), 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. “Good Reason” shall mean, in the context of your resignation, a resignation that occurs within thirty (30) days following the occurrence, without your written consent of one or more of the following events: (i) any adverse change in your base salary then in effect; or (ii) a significant reduction of your responsibilities relative to your responsibilities in effect immediately prior to such reduction; provided, however, that “Good Reason” shall not be deemed to exist hereunder if such change in base salary or reduction of responsibilities occurs in connection with (x) changes or reductions generally applicable to the Company’s management group, (y) your engagement in any action or any inaction that would otherwise enable the Company to terminate you for Cause.
 
D.           Entire Agreement.  This Amendment and the Agreement together constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior and contemporaneous communications regarding the same subject matter. They may not be further modified except by a written agreement executed by the parties.
 
IN WITNESS WHEREOF, the parties, intending to be legally bound thereby, have executed this Amendment as of the date first set forth above.
 
 EMPLOYEE
ENDRA LIFE SCIENCES INC.
  
 
By: /s/ Michael Thornton
Name: Michael Thornton
By: /s/ David Wells
Name: David Wells
Title: Chief Financial Officer