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
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Date of
Report (Date of earliest event reported)
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June
16, 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:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
stock, par value $0.0001 per share
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NDRA
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The
Nasdaq Stock Market LLC
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Warrants,
each to purchase one shares 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
5.03.
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June
17, 2020, ENDRA Life Sciences Inc. (the “Company”)
filed a Certificate of Amendment (the “Certificate of
Amendment”) to its Fourth Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware
effecting an amendment to increase the number of authorized shares
of the Company’s common stock from 50,000,000 shares to
80,000,000 shares. The Certificate of Amendment was approved by the
Company’s stockholders at the Annual Meeting (as defined
below).
The
foregoing description of the Certificate of Amendment does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Certificate of Amendment, a copy
of which is filed herewith as Exhibit 3.1 and incorporated herein
by reference.
Item
5.07.
Submission
of Matters to a Vote of Security Holders.
The
Company held its 2020 Annual Meeting of Stockholders (the
“Annual Meeting”) on June 16, 2020. The certified
results of the matters voted upon at the meeting, which are more
fully described in the Proxy Statement for the 2020 Annual Meeting
of Stockholders of the Company as filed with the Securities and
Exchange Commission on April 29, 2020, are as follows:
Proposal 1 – The Company’s stockholders elected
the six directors nominated by the Company’s Board of
Directors to serve until the next annual meeting of stockholders
and the election of their successors:
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For
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Withheld
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Francois
Michelon
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8,986,870
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242,848
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Louis
J. Basenese
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9,158,942
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70,776
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Anthony
DiGiandomenico
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8,639,705
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590,013
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Dr.
Sanjiv Sam Gambhir
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8,642,675
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587,043
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Michael
Harsh
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8,636,265
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593,453
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Alexander
Tokman
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8,696,356
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533,362
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Proposal 2 – The Company’s stockholders approved
the Certificate of Amendment increasing the number of authorized
shares of common stock from 50,000,000 shares to 80,000,000
shares.
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For
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Against
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Abstain
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8,682,700
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521,565
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25,453
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Proposal 3 – The Company’s stockholders ratified
the appointment of RBSM LLP by the Audit Committee of the Board of
Directors as the Company’s independent registered public
accounting firm for the fiscal year ending December 31,
2020:
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For
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Against
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Abstain
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9,078,046
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85,483
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66,189
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There
were no broker non-votes on these proposals.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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Certificate
of Amendment to the Fourth Amended and Restated Certificate of
Incorporation of the Company.
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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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June
18, 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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Exhibit
3.1
CERTIFICATE
OF AMENDMENT OF
CERTIFICATE
OF INCORPORATION OF
ENDRA
LIFE SCIENCES INC.
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:
1. The Certificate of
Incorporation of the Corporation is hereby amended by deleting the
first paragraph of ARTICLE FOURTH thereof in its entirety and
replacing it with the following:
“FOURTH: The
total number of shares of stock that the Corporation shall have
authority to issue shall be 90,000,000 shares, consisting of
80,000,000 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.”
2. The foregoing
amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of
Delaware.
IN
WITNESS WHEREOF, ENDRA LIFE SCIENCES INC. has caused this
Certificate to be executed by its duly authorized officer on this
17th day of June 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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Chief
Executive Officer
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