ENDRA Life Sciences Inc. (Form: 8-K, Received: 06/15/2021 09:02:23)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 9, 2021

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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 9, 2021, David Wells notified ENDRA Life Sciences Inc. (“ENDRA” or the “Company”) of his resignation as the Company’s Chief Financial Officer, effective June 18, 2021. Mr. Wells’ resignation is not in connection with any disagreement relating to the Company’s operations, policies, or practices. Mr. Wells may provide consulting services to the Company after his departure date, as desired and agreed to between Mr. Wells and Company management, in order to assist with the transitional matters.

On June 11, 2021, the Company’s Board of Directors appointed Irina Pestrikova as Senior Director, Finance, effective upon Mr. Wells’ resignation. Ms. Pestrikova will serve as the Company’s principal financial officer in such role.

Ms. Pestrikova, age 35, has been the Director of Operations of Wells Compliance Group, a technology-based services firm supporting the financial reporting needs of small-cap, privately held, and publicly traded companies, of which Mr. Wells is the founder, since 2014. In her role as Director of Operations, Ms. Pestrikova has provided accounting and bookkeeping services to a number of public companies, including ENDRA. Ms. Pestrikova has also been the Director of Finance & Operations of Atlas Bookkeeping, Inc., a provider of financial reporting, modeling and analysis, since 2020. She holds an MBA in Finance from Pepperdine University.

In connection with her appointment, Ms. Pestrikova will receive 75,000 stock options vesting in three equal annual installments. She will receive an annual salary of $160,000.

There are no family relationships between Ms. Pestrikova and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Company announced the appointment of Ms. Pestrikova on June 15, 2021 in a press release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release dated June 15, 2021, furnished herewith.

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.
June 15, 2021
	By:	/s/ Francois Michelon
	Name:	Francois Michelon
	Title:	President and Chief Executive Officer

ENDRA Life Sciences Appoints Irina Pestrikova as Senior Director of Finance, Announces Departure of CFO David Wells

ANN ARBOR, Mich. (June 15, 2021) – ENDRA Life Sciences Inc. (NASDAQ: NDRA), a pioneer of Thermo Acoustic Enhanced UltraSound (TAEUS®), announced the appointment of Irina Pestrikova as Senior Director of Finance and Principal Financial Officer. In this new position, Ms. Pestrikova will assume all day-to-day responsibilities previously performed by ENDRA’s Chief Financial Officer David Wells, who will leave the Company effective June 18, 2021 to pursue another opportunity.

Ms. Pestrikova has supported ENDRA since 2014 and has been actively involved in ENDRA’s financial planning and analysis, accounting and SEC reporting functions. Previously, Ms. Pestrikova was a financial analyst at a technology-based services firm supporting the financial reporting needs of small-cap, privately held and publicly traded companies, including ENDRA. Mr. Wells will continue to support ENDRA as a consultant through September 2021 to ensure a smooth transition.

“We are pleased to announce that Irina Pestrikova has been appointed Senior Director of Finance, reporting to me. Having supported ENDRA's SEC reporting, accounting and finance operations for nearly seven years, she is deeply knowledgeable about ENDRA's financial structure, people, processes and partners. We welcome Irina to her new role leading our financial operations," stated ENDRA's Chief Executive Officer Francois Michelon.

“Concurrently with Irina's promotion, it is with mixed emotion that we announce David Wells will be leaving ENDRA for a position at a private investment fund. David joined ENDRA in 2014 and we are grateful for his many contributions. David was instrumental in capitalizing the company, including our Nasdaq IPO in 2017. He leaves ENDRA with a strong balance sheet and an orderly set of systems and controls enabling ENDRA and Irina to transition seamlessly."

Ms. Pestrikova has an MBA in finance from the Pepperdine Graziadio Business School and a BS in economics and finance from Izhevsk State University in Russia.

About ENDRA Life Sciences Inc.

ENDRA Life Sciences is the pioneer of Thermo Acoustic Enhanced UltraSound (TAEUS®), a ground-breaking technology being developed to visualize tissue like MRI, but at 1/50th the cost and at the point of patient care. TAEUS® is designed to work in concert with the over one million ultrasound systems in use globally today. TAEUS® is initially focused on the measurement of fat in the liver as a means to assess and monitor Non-Alcoholic Fatty Liver Disease (NAFLD) and inflammation (NASH), chronic liver conditions that affect over one billion people globally, and for which there are no practical diagnostic tools. Beyond the liver, ENDRA is exploring several other clinical applications of TAEUS®, including visualization of tissue temperature during energy-based surgical procedures. For more information, please visit www.endrainc.com.

Forward-Looking Statements

All statements in this news release that are not based on historical fact are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as "believe," "expect," "may," "will," "should," "could," "seek," "intend," "plan," "goal," "estimate," "anticipate" or other comparable terms. Examples of forward-looking statements for ENDRA include, among others, estimates of the timing of future events and achievements, such as the expectations regarding the transition of leadership of ENDRA’s finance function, and expectations concerning ENDRA's business strategy, which may be affected by risks related to the impact of COVID-19 on its business plan, its ability to find and maintain development partners, market acceptance of its technology and the amount and nature of competition in its industry, its ability to protect its intellectual property, and other risks and uncertainties described in its filings with the Securities and Exchange Commission. Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements as a result of various factors including, among others, our ability to develop a commercially feasible technology; receipt of necessary regulatory approvals; the impact of COVID-19 on our business plans; our ability to find and maintain development partners, market acceptance of our technology and the amount and nature of competition in our industry; our ability to protect our intellectual property; and the other risks and uncertainties described in ENDRA's filings with the Securities and Exchange Commission. The forward-looking statements made in this news release speak only as of the date of issuance, and ENDRA assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.

Chief Executive Officer

investors@endrainc.com

Investor Relations Contact:

LHA Investor Relations