Delaware
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26-0579295
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(State of incorporation)
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|
(I.R.S. Employer Identification No.)
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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
|
NDRA
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The Nasdaq Stock Market LLC
|
Warrants, each to purchase one share of Common Stock
|
NDRAW
|
The Nasdaq Stock Market LLC
|
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☒
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Smaller
reporting company
|
☒
|
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Emerging
growth company
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☒
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Page
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3
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3
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4
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5-6
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7
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8
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18
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25
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25
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27
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27
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29
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29
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29
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29
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29
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30
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September
30,
|
December
31,
|
Assets
|
2020
|
2019
|
Assets
|
(unaudited)
|
|
Cash
|
$3,793,292
|
$6,174,207
|
Prepaid
expenses
|
561,554
|
116,749
|
Inventory
|
323,208
|
113,442
|
Other current
assets
|
101,451
|
130,701
|
Total Current
Assets
|
4,779,505
|
6,535,099
|
Other
Assets
|
|
|
Fixed assets,
net
|
225,620
|
236,251
|
Right of use
assets
|
356,060
|
404,919
|
Total
Assets
|
$5,361,185
|
$7,176,269
|
|
|
|
Liabilities
and Stockholders’ Equity
|
|
|
Current
Liabilities
|
|
|
Accounts payable
and accrued liabilities
|
$1,325,005
|
$1,708,525
|
Convertible notes
payable, net of discount
|
-
|
298,069
|
Lease liabilities,
current portion
|
73,624
|
66,193
|
Total Current
Liabilities
|
1,398,629
|
2,072,787
|
|
|
|
Long
Term Debt
|
|
|
Loans
|
337,084
|
-
|
Lease
liabilities
|
290,489
|
342,812
|
Total Long Term
Debt
|
627,573
|
342,812
|
|
|
|
Total
Liabilities
|
2,026,202
|
2,415,599
|
|
|
|
Stockholders’
Equity
|
|
|
Series A
Convertible Preferred Stock, $0.0001 par value; 10,000 shares
authorized; 190 and 6,338 shares issued and outstanding,
respectively
|
1
|
1
|
Series B
Convertible Preferred Stock, $0.0001 par value; 1,000 shares
authorized; no shares and 352 shares issued and outstanding,
respectively
|
-
|
-
|
Common stock,
$0.0001 par value; 80,000,000 shares authorized; 25,015,710 and
8,421,401 shares issued and outstanding, respectively
|
2,500
|
842
|
Additional paid in
capital
|
58,281,673
|
49,933,736
|
Stock
payable
|
224,163
|
43,528
|
Stock
receivable
|
(85,626)
|
-
|
Accumulated
deficit
|
(55,087,728)
|
(45,217,437)
|
Total
Stockholders’ Equity
|
3,334,983
|
4,760,670
|
Total
Liabilities and Stockholders’ Equity
|
$5,361,185
|
$7,176,269
|
|
Three Months
Ended
|
Three Months
Ended
|
Nine Months
Ended
|
Nine Months
Ended
|
|
September 30,
|
September 30,
|
September 30,
|
September 30,
|
|
2020
|
2019
|
2020
|
2019
|
Operating
Expenses
|
|
|
|
|
Research and
development
|
$1,769,339
|
$1,468,441
|
$4,774,534
|
$4,546,746
|
Sales and
marketing
|
139,751
|
100,203
|
389,469
|
245,364
|
General and
administrative
|
1,346,360
|
1,071,889
|
4,083,572
|
2,920,815
|
Total operating
expenses
|
3,255,450
|
2,640,533
|
9,247,575
|
7,712,925
|
|
|
|
|
|
Operating
loss
|
(3,255,450)
|
(2,640,533)
|
(9,247,575)
|
(7,712,925)
|
|
|
|
|
|
Other
Expenses
|
|
|
|
|
Amortization of
debt discount
|
-
|
(728,417)
|
(232,426)
|
(728,417)
|
Other income
(expense)
|
(2,621)
|
(44,612)
|
5,261
|
(55,328)
|
Total other
expenses
|
(2,621)
|
(773,029)
|
(227,165)
|
(783,745)
|
|
|
|
|
|
Loss from
operations before income taxes
|
(3,258,071)
|
(3,413,562)
|
(9,474,740)
|
(8,496,670)
|
|
|
|
|
|
Provision for
income taxes
|
-
|
-
|
-
|
-
|
|
|
|
|
|
Net
Loss
|
$(3,258,071)
|
$(3,413,562)
|
$(9,474,740)
|
$(8,496,670)
|
|
|
|
|
|
Deemed
dividend
|
(395,551)
|
-
|
(395,551)
|
-
|
|
|
|
|
|
Net
Loss attributable to common stockholders
|
$(3,653,622)
|
$(3,413,562)
|
$(9,870,291)
|
$(8,496,670)
|
|
|
|
|
|
Net
loss per share – basic and diluted
|
$(0.15)
|
$(0.46)
|
$(0.41)
|
$(1.14)
|
|
|
|
|
|
Weighted
average common shares – basic and diluted
|
23,889,591
|
7,428,788
|
23,808,012
|
7,424,713
|
Nine Months Ended September 30, 2019
|
Series A
Convertible
|
Series B
Convertible
|
|
|
|
|
|
|
|
||
|
Preferred
Stock
|
Preferred
Stock
|
Common
stock
|
|
|
|
|
Total
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid in
Capital
|
Stock
Receivable
|
Stock
Payable
|
Accumulated
Deficit
|
Stockholders'
Equity
|
Balance as
of December 31, 2018
|
-
|
$-
|
-
|
$-
|
7,422,642
|
$742
|
$33,939,162
|
$-
|
$-
|
$(27,691,696)
|
$6,248,208
|
Common stock issued for note
conversions
|
-
|
-
|
-
|
-
|
94,233
|
$9
|
$140,396
|
$-
|
-
|
-
|
$140,405
|
Fair value of vested stock
options
|
-
|
-
|
-
|
-
|
-
|
-
|
1,020,300
|
-
|
-
|
-
|
1,020,300
|
Debt
discount
|
-
|
-
|
-
|
-
|
-
|
-
|
2,490,501
|
-
|
-
|
-
|
2,490,501
|
Net loss
|
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(8,496,670)
|
(8,496,670)
|
Balance as
of September 30, 2019
|
-
|
$-
|
-
|
$-
|
7,516,875
|
$751
|
$37,590,359
|
$-
|
$-
|
$(36,188,366)
|
$1,402,744
|
Nine Months Ended September 30, 2020
|
Series A
Convertible
|
Series B
Convertible
|
|
|
|
|
|
|
|
||
|
Preferred
Stock
|
Preferred
Stock
|
Common
stock
|
|
|
|
|
Total
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid in
Capital
|
Stock
Receivable
|
Stock
Payable
|
Accumulated
Deficit
|
Stockholders'
Equity
|
Balance as
of December 31, 2019
|
6,338
|
$1
|
352
|
$-
|
8,421,401
|
$842
|
$49,933,736
|
$-
|
$43,528
|
$(45,217,437)
|
$4,760,670
|
Series A Convertible
Preferred Stock converted to common stock
|
(6,148)
|
-
|
-
|
-
|
7,173,226
|
717
|
79,997
|
-
|
(80,715)
|
-
|
-
|
Series B Convertible
Preferred Stock converted to common stock
|
-
|
-
|
(352)
|
-
|
360,279
|
36
|
1,633
|
-
|
(1,669)
|
-
|
-
|
Common stock issued for
cash
|
-
|
-
|
-
|
-
|
1,421,858
|
142
|
1,321,747
|
-
|
-
|
-
|
1,321,889
|
Common stock issued for
note conversions
|
-
|
-
|
-
|
-
|
331,441
|
33
|
493,814
|
-
|
-
|
-
|
493,847
|
Common stock issued for
warrant exercises
|
-
|
-
|
-
|
-
|
7,098,108
|
709
|
4,999,329
|
(85,626)
|
-
|
-
|
4,914,411
|
Common stock issued for
services
|
-
|
-
|
-
|
-
|
52,099
|
5
|
67,295
|
-
|
-
|
-
|
67,300
|
Common stock issued for
RSUs
|
-
|
-
|
-
|
-
|
157,298
|
16
|
110,093
|
-
|
-
|
-
|
110,109
|
Cost of
funding
|
-
|
-
|
-
|
-
|
-
|
-
|
(270,328)
|
-
|
-
|
-
|
(270,328)
|
Fair value of vested stock
options
|
-
|
-
|
-
|
-
|
-
|
-
|
1,196,445
|
-
|
-
|
-
|
1,196,445
|
Deemed
dividend
|
-
|
-
|
-
|
-
|
-
|
-
|
395,551
|
-
|
-
|
(395,551)
|
-
|
Stock payable towards
-
|
|
|
|
|
|
|
|
|
|
|
-
|
- Preference
Dividend
|
-
|
-
|
-
|
-
|
-
|
-
|
(47,640)
|
-
|
47,640
|
-
|
-
|
-
Consultants
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
30,000
|
-
|
30,000
|
- RSUs to board and
management
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
185,378
|
-
|
185,378
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(9,474,740)
|
(9,474,740)
|
Balance as
of September 30, 2020
|
190
|
$1
|
-
|
$-
|
25,015,710
|
$2,500
|
$58,281,673
|
$(85,626)
|
$224,163
|
$(55,087,728)
|
$3,334,983
|
Three Months Ended September 30, 2019
|
Series A
Convertible
|
Series B
Convertible
|
|
|
|
|
|
|
|
||
|
Preferred
Stock
|
Preferred
Stock
|
Common
stock
|
|
|
|
|
Total
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Additional
Paid in
Capital
|
Stock
Receivable
|
Stock
Payable
|
Accumulated
Deficit
|
Stockholders'
Equity
|
Balance as
of June 30, 2019
|
-
|
$-
|
-
|
$-
|
7,422,642
|
$742
|
$34,598,379
|
$-
|
$-
|
$(32,774,804)
|
$1,824,317
|
Common stock issued for note
conversions
|
|
|
|
|
94,233
|
$9
|
$140,396
|
$-
|
|
$-
|
$140,405
|
Fair value of vested stock
options
|
-
|
-
|
-
|
-
|
-
|
-
|
361,083
|
-
|
-
|
-
|
361,083
|
Debt
Discount
|
|
|
|
|
|
|
2,490,501
|
-
|
|
-
|
2,490,501
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(3,413,562)
|
(3,413,562)
|
Balance as
of September 30, 2019
|
-
|
$-
|
-
|
$-
|
7,516,875
|
$751
|
$37,590,359
|
$-
|
$-
|
$(36,188,366)
|
$1,402,744
|
|
Nine Months
Ended
|
Nine Months
Ended
|
|
September
30,
|
September
30,
|
|
2020
|
2019
|
Cash
Flows from Operating Activities
|
|
|
Net
loss
|
$(9,474,740)
|
$(8,496,670)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
Depreciation and
amortization
|
45,114
|
59,673
|
Common stock,
options and warrants issued for services
|
1,559,232
|
1,020,300
|
Amortization of
debt discount
|
232,426
|
728,417
|
Amortization of
right of use assets
|
48,859
|
-
|
Stock payable for
investor relations
|
30,000
|
-
|
Changes in
operating assets and liabilities:
|
|
|
Increase in prepaid
expenses
|
(444,805)
|
(61,234)
|
Decrease in lease
liability
|
(44,892)
|
-
|
Increase in
inventory
|
(209,766)
|
(68,387)
|
Decrease (increase)
in other asset
|
29,250
|
(93,075)
|
(Decrease) increase
in accounts payable and accrued liabilities
|
(444,167)
|
229,640
|
Net cash used in
operating activities
|
(8,673,489)
|
(6,681,336)
|
|
|
|
Cash
Flows from Investing Activities
|
|
|
Purchases of fixed
assets
|
(10,483)
|
(5,238)
|
Net cash used in
investing activities
|
(10,483)
|
(5,238)
|
|
|
|
Cash
Flows from Financing Activities
|
|
|
Proceeds from
senior secured convertible promissory notes, net of
fees
|
-
|
2,490,501
|
Proceeds from
warrant exercise
|
4,644,084
|
-
|
Proceeds from
loans
|
337,084
|
-
|
Proceeds from
issuance of common stock
|
1,321,890
|
-
|
Net cash provided
by financing activities
|
6,303,058
|
2,490,501
|
|
|
|
Net decrease in
cash
|
(2,380,914)
|
(4,196,073)
|
|
|
|
Cash, beginning of
period
|
6,174,207
|
6,471,375
|
|
|
|
Cash,
end of period
|
$3,793,293
|
$2,275,302
|
|
|
|
Supplemental
disclosures of cash items
|
|
|
Interest
paid
|
$1,920
|
$-
|
Income tax
paid
|
$-
|
$-
|
|
|
|
Supplemental
disclosures of non-cash items
|
|
|
Discount on
convertible notes
|
$-
|
$2,490,501
|
Conversion of
convertible notes and accrued interest
|
$493,814
|
$140,405
|
Deemed dividend
related to warrant repriced
|
$395,551
|
|
Conversion of
Series A Convertible Preferred Stock
|
$(717)
|
$-
|
Conversion of
Series B Convertible Preferred Stock
|
$(36)
|
$-
|
Stock dividend
payable
|
$(47,641)
|
$-
|
Right of use
asset
|
$356,060
|
$(420,488)
|
Lease
liability
|
$364,113
|
$424,210
|
|
September
30,
2020
|
December
31,
2019
|
Options to purchase
common stock
|
3,403,874
|
3,449,319
|
Warrants to
purchase common stock
|
6,283,590
|
13,496,924
|
Shares issuable
upon conversion of notes
|
-
|
362,568
|
Shares issuable
upon conversion of Series A Preferred Stock
|
218,722
|
7,285,651
|
Shares issuable
upon conversion of Series B Preferred Stock
|
-
|
355,263
|
Potentially
dilutive shares excluded
|
9,906,186
|
24,949,725
|
|
September
30,
2020
|
December
31,
2019
|
Property, leasehold
and capitalized software
|
$718,902
|
$679,179
|
TAEUS development
and testing
|
60,708
|
43,596
|
Accumulated
depreciation
|
(533,990)
|
(486,524)
|
Fixed assets,
net
|
$225,620
|
$236,251
|
|
September
30,
2020
|
December
31,
2019
|
Accounts
payable
|
$874,071
|
$1,278,431
|
Accrued
payroll
|
153,844
|
94,862
|
Accrued
bonuses
|
291,340
|
295,794
|
Accrued employee
benefits
|
5,750
|
5,750
|
Accrued
interest
|
-
|
9,738
|
Insurance premium
financing
|
-
|
23,950
|
Total
|
$1,325,005
|
$1,708,525
|
|
Number of
Options
|
Weighted Average
Exercise Price
|
Weighted Average
Remaining Contractual Term (Years)
|
Balance outstanding
at December 31, 2019
|
3,449,319
|
$2.32
|
8.26
|
Granted
|
145,418
|
1.53
|
9.39
|
Exercised
|
-
|
-
|
-
|
Forfeited
|
-
|
-
|
-
|
Cancelled or
expired
|
(190,863)
|
-
|
-
|
Balance outstanding
at September 30, 2020
|
3,403,874
|
$2.19
|
7.66
|
Exercisable at
September 30, 2020
|
863,925
|
$4.20
|
5.24
|
|
Restricted
Stock
Units
Outstanding
|
Weighted
Average
Grant
Date Fair Value
|
Balance
Outstanding at December 31, 2019
|
-
|
$-
|
Granted
|
674,019
|
0.70
|
Vested
/ Released
|
(422,123)
|
-
|
Forfeited
|
-
|
-
|
Cancelled
or expired
|
-
|
-
|
Balance
outstanding at September 30, 2020
|
251,293
|
$0.70
|
|
Number of
Warrants
|
Weighted Average
Exercise Price
|
Weighted Average
Contractual Term (Years)
|
Balance outstanding
at December 31, 2019
|
13,496,924
|
$2.02
|
4.07
|
Granted
|
-
|
-
|
-
|
Exercised
|
(7,098,108)
|
0.71
|
3.64
|
Forfeited
|
-
|
-
|
-
|
Expired
|
(115,226)
|
-
|
-
|
Balance outstanding
at September 30, 2020
|
6,283,590
|
$2.83
|
3.03
|
Exercisable at
September 30, 2020
|
6,283,590
|
$2.83
|
3.03
|
|
Operating Lease
|
2020
|
$24,697
|
2021
|
101,752
|
2022
|
104,793
|
2023
|
107,954
|
2024 and
beyond
|
111,193
|
Total
|
$450,389
|
Less: amount
representing interest
|
(86,276)
|
Present value of
future minimum lease payments
|
364,113
|
Less: current
obligations under leases
|
73,624
|
Long-term lease
obligations
|
$290,489
|
Exhibit Number
|
|
Description
|
|
Fourth
Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.2 to the Company’s
Current Report on Form 8-K filed on May 12, 2017)
|
|
|
Certificate
of Amendment to the Fourth Amended and Restated Certificate of
Incorporation of the Company (incorporated by reference to Exhibit
3.1 to the Company’s Current Report on Form 8-K filed on June
18, 2020).
|
|
|
Amended
and Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.4 to the Company’s Registration Statement on Form
S-1 (File No. 333-214724), as amended, originally filed on November
21, 2016)
|
|
|
Specimen
Certificate representing shares of common stock of the Company
(incorporated by reference to Exhibit 4.1 to the Company’s
Registration Statement on Form S-1 (File No. 333-214724), as
amended, originally filed on November 21, 2016)
|
|
|
Certificate
of Designations of Series A Convertible Preferred Stock
(incorporated by reference to Exhibit 4.1 to the Company’s
Current Report on Form 8-K filed on December 11, 2019)
|
|
|
Form of
Warrant issued in December 2019 Series A Convertible Preferred
Stock Offering (incorporated by reference to Exhibit 4.2 to the
Company’s Current Report on Form 8-K filed on December 11,
2019)
|
|
|
Certificate
of Designations of Series B Convertible Preferred Stock
(incorporated by reference to Exhibit 4.1 to the Company’s
Current Report on Form 8-K filed on December 26, 2019)
|
|
|
Form of
Warrant issued in December 2019 Series B Convertible Preferred
Stock Offering (incorporated by reference to Exhibit 4.2 to the
Company’s Current Report on Form 8-K filed on December 26,
2019)
|
|
|
Certification
of Periodic Report by Chief Executive Officer pursuant to Rule
13a-14(a)/15d-14a and pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (filed herewith)
|
|
|
Certification
of Periodic Report by Chief Financial Officer pursuant to Rule
13a-14(a)/15d-14a and pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (filed herewith)
|
|
|
Certification
of Periodic Report by Chief Executive Officer and Chief Financial
Officer pursuant to U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
herewith)
|
|
101.INS
|
|
XBRL
Instance Document (filed herewith)
|
101.SCH
|
|
XBRL
Taxonomy Schema (filed herewith)
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase (filed
herewith)
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase (filed
herewith)
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase (filed herewith)
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase (filed
herewith)
|
|
ENDRA LIFE SCIENCES INC.
|
|
|
|
|
|
|
Date:
November 16, 2020
|
By:
|
/s/ Francois
Michelon
|
|
|
|
Francois
Michelon
|
|
|
|
Chief
Executive Officer and Chairman
(Principal
Executive Officer)
|
|
|
ENDRA LIFE SCIENCES INC.
|
|
|
|
|
|
|
Date:
November 16, 2020
|
By:
|
/s/ David
Wells
|
|
|
|
David
Wells
|
|
|
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
|
|
|
ENDRA LIFE SCIENCES INC.
|
|
|
|
(Registrant)
|
|
|
Date:
November 16, 2020
|
By:
|
/s/ Francois
Michelon
|
|
|
|
Francois
Michelon
|
|
|
|
Chief
Executive Officer and Chairman
(Principal
Executive Officer)
|
|
|
ENDRA LIFE SCIENCES INC.
|
|
|
|
|
|
|
Date:
November 16, 2020
|
By:
|
/s/ David
Wells
|
|
|
|
David
Wells
|
|
|
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
|
/s/ Francois
Michelon
|
|
|
/s/ David
Wells
|
|
Francois
Michelon
|
|
|
David
Wells
|
|
Chief
Executive Officer and Chairman
|
|
|
Chief
Financial Officer
|
|