ENDRA Life Sciences Files 8-K on Security Holder Rights
Ticker: NDRA · Form: 8-K · Filed: Nov 5, 2024 · CIK: 1681682
| Field | Detail |
|---|---|
| Company | Endra Life Sciences INC. (NDRA) |
| Form Type | 8-K |
| Filed Date | Nov 5, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, filing, legal-update
TL;DR
ENDRA Life Sciences filed an 8-K detailing changes to security holder rights and corporate bylaws.
AI Summary
ENDRA Life Sciences Inc. filed an 8-K on November 4, 2024, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits, indicating potential corporate restructuring or changes affecting shareholder rights. Specific details regarding the nature of these modifications and amendments are not fully elaborated in the provided text but are presented as key items for the reporting period.
Why It Matters
This filing signals potential changes in ENDRA Life Sciences' corporate structure or shareholder rights, which could impact investors' stakes and the company's governance.
Risk Assessment
Risk Level: medium — Filings concerning modifications to security holder rights and corporate bylaws can indicate significant strategic shifts or governance changes that may affect the company's future performance and stock value.
Key Players & Entities
- ENDRA Life Sciences Inc. (company) — Registrant
- November 4, 2024 (date) — Date of Report
- Delaware (jurisdiction) — State of Incorporation
- 001-37969 (identifier) — SEC File Number
- 26-0579295 (identifier) — IRS Employer Identification No.
- 3600 Green Court, Suite 350 Ann Arbor, MI 48105 (address) — Principal Executive Office Address
FAQ
What specific material modifications were made to the rights of ENDRA Life Sciences Inc. security holders?
The filing indicates material modifications to the rights of security holders were made, but the specific nature of these modifications is not detailed in the provided excerpt.
What amendments were made to ENDRA Life Sciences Inc.'s articles of incorporation or bylaws?
The filing states that amendments to the articles of incorporation or bylaws were made, but the specific details of these amendments are not provided in the excerpt.
What is the significance of filing financial statements and exhibits in this 8-K?
The inclusion of financial statements and exhibits suggests that these documents are relevant to the reported modifications or amendments, potentially providing supporting financial or legal details.
When was ENDRA Life Sciences Inc. incorporated, and in which state?
ENDRA Life Sciences Inc. was incorporated in Delaware.
What is the principal executive address of ENDRA Life Sciences Inc.?
The principal executive address of ENDRA Life Sciences Inc. is 3600 Green Court, Suite 350, Ann Arbor, MI 48105.
Filing Stats: 677 words · 3 min read · ~2 pages · Grade level 11.9 · Accepted 2024-11-05 08:00:36
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) — 26KB
- endra_ex31.htm (EX-3.1) — 6KB
- 0001654954-24-013720.txt ( ) — 158KB
- endra-20241104.xsd (EX-101.SCH) — 6KB
- endra-20241104_lab.xml (EX-101.LAB) — 15KB
- endra-20241104_cal.xml (EX-101.CAL) — 1KB
- endra-20241104_pre.xml (EX-101.PRE) — 9KB
- endra-20241104_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 the Special Meeting of Stockholders of ENDRA Life Science Inc. (the "Company") held on October 28, 2024 (the "Special Meeting"), the stockholders of the Company approved amendments to the Company's Fourth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") effecting reverse stock splits of the Company's Common Stock, $0.0001 par value per share (the "Common Stock"), and authorized the Company's Board of Directors (the "Board"), in its discretion, to effect a reverse stock split of Common Stock , whereby each issued and outstanding share of Common Stock would be reclassified and converted into a fraction of a share between and 1/35 (the "Ratios" and each, a "Ratio"), inclusive (the "Reverse Stock Split"). Following the Special Meeting, the Board approved a Ratio of 1/35. On November 4, 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") at 12:01 a.m. Eastern Time on November 7, 2024. On November 7, 2024, the Common Stock will begin trading on a split-adjusted basis under a new CUSIP, 29273B 500. 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 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 November 7, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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. November 5, 2024 By: /s/ Richard Jacroux Name: Richard Jacroux Title: Chief Financial Officer 3