ENDRA Life Sciences Files 8-K: Material Agreement

TL;DR

ENDRA filed an 8-K for a material agreement - details TBD.

AI Summary

ENDRA Life Sciences Inc. announced on June 4, 2024, that it entered into a material definitive agreement. The company also disclosed information related to Regulation FD and filed financial statements and exhibits. Specific details of the agreement and financial figures were not provided in this initial filing.

Why It Matters

This filing indicates a significant development for ENDRA Life Sciences, potentially involving a new partnership, acquisition, or financing, which could impact its future operations and stock performance.

Risk Assessment

Risk Level: medium — The filing itself is a standard disclosure, but the 'material definitive agreement' could represent significant opportunities or risks depending on its nature, which is not yet detailed.

Key Players & Entities

• ENDRA Life Sciences Inc. (company) — Registrant
• June 4, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Ann Arbor, MI (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share NDRA The Nasdaq Stock Mar
• $0.13 — ck and accompanying common warrants was $0.13 and the purchase price of each pre-fund
• $0.1299 — nt and accompanying common warrants was $0.1299. The Company received gross proceeds f
• $8 million — ayable by the Company, of approximately $8 million. The Offering was made pursuant to the
• $0.22 — ries A Warrant has an exercise price of $0.22 per share of common stock and will expi
• $0.001 — exercise of the Series B Warrant using $0.001 as the exercise price for that purpose
• $100,000 — uding but not limited to legal fees, of $100,000. The Company also issued to the Placeme

Filing Documents

• ndra_8k.htm (8-K) — 41KB
• ndra_ex991.htm (EX-99.1) — 12KB
• 0001654954-24-007415.txt ( ) — 182KB
• ndra-20240604.xsd (EX-101.SCH) — 6KB
• ndra-20240604_lab.xml (EX-101.LAB) — 14KB
• ndra-20240604_cal.xml (EX-101.CAL) — 1KB
• ndra-20240604_pre.xml (EX-101.PRE) — 9KB
• ndra-20240604_def.xml (EX-101.DEF) — 2KB
• ndra_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On June 4, 2024, ENDRA Life Sciences, Inc. (the "Company") entered into a placement agency agreement (the "Placement Agreement") with Craig-Hallum Capital Group LLC (the "Placement Agent") pursuant to which the Placement Agent agreed to serve, on a best efforts basis, in connection with the issuance and sale (the "Offering") of 6,107,691 shares of common stock and pre-funded warrants to purchase up to an aggregate of 55,430,770 shares of common stock (the "pre-funded warrants"), together with Series A warrants to purchase up to an aggregate of 61,538,461 shares of common stock (the "Series A Warrants") and Series B warrants to purchase up to an aggregate of 61,538,461 shares of common stock (the "Series B Warrants" and, together with the Series A Warrants, the "common warrants"). The common stock, pre-funded warrants and common warrants were sold in a fixed combination, with each share of common stock or pre-funded warrant accompanied by a Series A Warrant to purchase one share of common stock and a Series B Warrant to purchase one share of common stock. In connection with the Offering, the Company also issued placement agent warrants ("Placement Agent Warrants" and, together with the pre-funded warrants and the common warrants, the "Warrants") to purchase up to 3,076,923 shares of common stock. The Offering closed on June 5, 2024. The purchase price of each share of common stock and accompanying common warrants was $0.13 and the purchase price of each pre-funded warrant and accompanying common warrants was $0.1299. The Company received gross proceeds from the Offering, before deducting placement agent fees and other estimated offering expenses payable by the Company, of approximately $8 million. The Offering was made pursuant to the Company's registration statement on Form S-1 (File No. 333-278842), declared effective by the Securities and Exchange Commission (the "SEC" or the "Commission") on June 4, 2024

01

Item 7.01 Regulation FD Disclosure. On June 4, 2024, the Company issued a press release announcing the pricing of the Offering. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-1 filed on May 10, 2024) 4.2 Form of Series A Warrant (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-1 filed on May 31, 2024) 4.3 Form of Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 filed on May 31, 2024) 4.4 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-1 filed on May 10, 2024) 10.1 Form of Placement Agency Agreement by and between ENDRA Life Sciences, Inc. and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 10.23 to the Company's Registration Statement on Form S-1 filed on May 10, 2024) 99.1 Press Release dated June 4, 2024, furnished herewith. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 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. June 6, 2024 By: /s/ Francois Michelon Name: Francois Michelon Title: President and Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR