ENDRA Life Sciences Files 8-K with Corporate Updates

TL;DR

ENDRA filed an 8-K on Aug 16th - major corporate changes/updates coming.

AI Summary

ENDRA Life Sciences Inc. filed an 8-K on August 16, 2024, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes Regulation FD disclosures and financial statements/exhibits, indicating significant corporate actions or updates.

Why It Matters

This filing signals important changes in ENDRA Life Sciences' corporate structure or security holder rights, which could impact investors and the company's operational direction.

Risk Assessment

Risk Level: medium — Filings of this nature can indicate significant corporate actions that may affect stock price and investor confidence.

Key Players & Entities

• ENDRA Life Sciences Inc. (company) — Registrant
• August 16, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Ann Arbor, MI (location) — Business Address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share NDRA The Nasdaq Stock Mar

Filing Documents

• endra_8k.htm (8-K) — 28KB
• endra_ex31.htm (EX-3.1) — 7KB
• endra_ex991.htm (EX-99.1) — 13KB
• 0001654954-24-010837.txt ( ) — 172KB
• endra-20240816.xsd (EX-101.SCH) — 6KB
• endra-20240816_lab.xml (EX-101.LAB) — 15KB
• endra-20240816_cal.xml (EX-101.CAL) — 1KB
• endra-20240816_pre.xml (EX-101.PRE) — 9KB
• endra-20240816_def.xml (EX-101.DEF) — 2KB
• endra_8k_htm.xml (XML) — 4KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year As previously disclosed, at ENDRA Life Science Inc.'s (the "Company") 2024 Annual Meeting of Stockholders held on August 6, 2024, the stockholders of the Company approved a proposal to authorize the Company's Board of Directors (the "Board") to amend the Company's Fourth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to effect a reverse stock split (the "Reverse Stock Split") at a ratio between one-for-twenty and one-for-fifty, with the ultimate ratio to be determined by the Board in its sole discretion. On August 8, 2024, the Board approved the Reverse Stock Split at a ratio of one-for-fifty. On August 16, 2024, Company filed with the Secretary of State of the State of Delaware an amendment to the Certificate of Incorporation to effect the Reverse Stock Split (the "Amendment"), to be effective at 12:01 a.m. Eastern Time on August 20, 2024. On August 20, 2024, the common stock will begin trading on a split-adjusted basis under a new CUSIP, 29273B 401. The Reverse Split will proportionately reduce the number of shares of the Company's common stock from 1,000,000,000 to 20,000,000. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will instead automatically have their fractional interests rounded up to the next whole share, after aggregating all the fractional interests of a holder resulting from the Reverse Stock Split. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On August 16, 2024, the Company issued a press release announcing the Reverse Stock Split, a copy of which is furnished as an exhibit to this report. The information in this Item 7.01, including Exhibit 99.1 to this report, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liability under that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The information contained in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, effective August 20, 2024 99.1 Press Release dated August 16, 2024, furnished herewith. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 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. August 16, 2024 By: /s/ Richard Jacroux Name: Richard Jacroux Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR