ENDRA Life Sciences Files Definitive Proxy Statement

TL;DR

ENDRA Life Sciences filed its proxy statement - shareholders vote soon on directors & company stuff.

AI Summary

ENDRA Life Sciences Inc. filed a definitive proxy statement (DEF 14A) on September 16, 2024, for its annual meeting. The filing details the company's governance, executive compensation, and proposals to be voted on by shareholders. Key items likely include the election of directors and ratification of independent auditors.

Why It Matters

This filing provides shareholders with crucial information needed to make informed voting decisions on company leadership and important corporate matters at the upcoming annual meeting.

Risk Assessment

Risk Level: low — A DEF 14A filing is a standard regulatory document for public companies and does not inherently represent new financial risk.

Key Numbers

• 20240916 — Filing Date (The date the definitive proxy statement was filed with the SEC.)
• 20240906 — Period of Report (The period the filing pertains to.)

Key Players & Entities

• ENDRA Life Sciences Inc. (company) — Registrant
• 0001654954-24-011972 (filing_id) — Accession Number
• 20240916 (date) — Filing Date
• 3845 (sic_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $1,000 — ecord date based upon an issue price of $1,000 per share, subject to adjustment for ac
• $870.00 — ed dividends, and a conversion price of $870.00 per share. Accordingly, as of the recor
• $0.0001 — 00 shares of preferred stock, par value $0.0001 per share, of the Company (the "Preferr
• $0.99 — et on August 20, 2024 at a bid price of $0.99. On September 6, 2024, subject to sto
• $1.00 — on The Nasdaq Capital Market was below $1.00 for 30 consecutive trading days, the Co
• $0.10 — Company's common stock had closed below $0.10 per share for the 10-consecutive tradin
• $1.00 b — , 2024, to evidence compliance with the $1.00 bid price requirement for continued listi

Filing Documents

• endra_pre14a.htm (DEF 14A) — 162KB
• endra_pre14aimg1.jpg (GRAPHIC) — 7KB
• endra_pre14aimg2.jpg (GRAPHIC) — 7KB
• endra_pre14aimg3.jpg (GRAPHIC) — 7KB
• endra_pre14aimg4.jpg (GRAPHIC) — 117KB
• endra_pre14aimg5.jpg (GRAPHIC) — 137KB
• 0001654954-24-011972.txt ( ) — 543KB

From the Filing

DEF 14A 1 endra_pre14a.htm FORM DEF 14A endra_pre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Rule 14a-12 ENDRA LIFE SCIENCES INC. (Name of Registrant as Specified in its Charter) ___________________________________________________ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee previously paid with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 3600 Green Court, Suite 350 Ann Arbor, Michigan 48105 September 16, 2024 Dear Stockholder: You are cordially invited to attend the special meeting of stockholders of ENDRA Life Sciences Inc. to be held at 9:00 a.m., Eastern Time, on October 28, 2024 and any adjournments or postponements thereof (the "Special Meeting"). The Special Meeting will be completely virtual and conducted via live webcast. You may attend the Special Meeting on the internet at www.virtualshareholdermeeting.com/NDRA2024SM. Prior to the Special Meeting you may submit questions by logging into proxyvote.com and, during the Special Meeting until polls are closed, you may vote by logging into www.virtualshareholdermeeting.com/NDRA2024SM using your stockholder information provided on the Notice of Internet Availability of Proxy Materials described below. We are using the "Notice and Access" method of providing proxy materials to you via the internet. We believe that this process should provide you with a convenient and quick way to access your proxy materials and vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. On or about September 16, 2024, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our proxy statement and vote electronically via the internet or by telephone. The Notice also contains instructions on how to receive a paper copy of your proxy materials. We look forward to your participation in the Special Meeting by attending virtually or by submitting your proxy. Further details regarding the matters to be acted upon at this meeting appear in the accompanying Notice and Proxy Statement. Please give this material your careful attention. Very truly yours, /s/ Richard Jacroux Richard Jacroux Chief Financial Officer and Secretary i ENDRA Life Sciences Inc. 3600 Green Court, Suite 350 Ann Arbor, Michigan 48105 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held on October 28, 2024 To the Stockholders of ENDRA Life Sciences Inc.: NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders of ENDRA Life Sciences Inc., a Delaware corporation, will take place on October 28, 2024 at 9:00 a.m., Eastern Time and any adjournments or postponements thereof. The Special Meeting will be a virtual meeting, held on the internet at www.virtualshareholdermeeting.com/NDRA2024SM, for the following purposes: 1. To approve amendments to our Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation" or "Charter") effecting reverse stock splits of our common stock at ratios between 1-for-4 and 1-for-35, inclusive, one of which reverse stock split ratios will be chosen, at the discretion of our Board of Directors on or prior to the one-year anniversary of the date of the Special Meeting, and the remainder of which reverse stock split ratios will be abandoned. 2. To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof. . Only stockholders of record of our common stock and preferred stock at the close of business on September 6, 2024, the record date fixed by the Board of Directors, are entitled to notice of and to vote at the Special Meeting and any adjournment or postponement thereof. By Order of the Board of Directors, /s/ Alexander Tokman Alexander Tokman Acting Chief Executive Officer and Chairman Ann Arbor, Michigan September 16, 2024 ii PROXY STATEMENT TABLE OF CONTENTS GENERAL INFORMATION 3 PROPOSAL 1 — AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT 7 OTHER BUSINESS 19 FUTURE PROPOSALS OF STOCKHOLDERS 19 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON OCTOBER 28, 2024 1

View Full Filing

View this DEF 14A filing on SEC EDGAR