8-K 1 ndra_8k.htm CURRENT REPORT Blueprint
 

 
UNITED STATE6
SECURITIES AND EXCHANGE COMMISSION 
Washington, DC 20549
 
  FORM 8-K
CURRENT REPORT
 
 Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported)
July 26, 2019
 
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 shares 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 1.01      
Entry into a Material Definitive Agreement.
 
Securities Purchase Agreement and Notes Offering
 
On July 26, 2019 (the “Closing Date”), ENDRA Life Sciences Inc. (the “Company”) conducted a private placement offering (the “Offering”) in which the Company sold $2,587,895 aggregate principal amount of senior secured convertible promissory notes (the “Notes”) and warrants (the “Warrants” and, together with the Notes, the “Securities”) exercisable for shares of the Company’s common stock (“Common Stock”) to accredited investors (the “Investors”) for approximately $2.8 million of gross proceeds.
 
The Company sold the Securities pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), dated July 26, 2019, between the Company and each Investor. Each Note bears interest at a rate of 10% per annum until maturity on April 26, 2020 (the “Maturity Date”). Interest will be paid in arrears on the outstanding principal amount on the three month anniversary of the issuance of the Notes and each three month period thereafter and on the Maturity Date.
 
Holders of Notes (“Noteholders”) are entitled to convert principal and accrued, unpaid interest on the Notes into shares of Common Stock. The Notes are initially convertible into 1,736,843 shares of Common Stock at a conversion price per share equal to $1.49.
 
The Notes provide for customary events of default. In the case of an event of default with respect to the Notes, each Noteholder may declare its Note to be due and payable immediately without further action or notice. If an event of default occurs and is continuing, interest on the Notes will automatically be increased to 18% until the default is cured.
 
Each Warrant entitles the holder to purchase shares of Common Stock for an exercise price per share equal to $1.49. The Warrants are exercisable for an aggregate of 1,736,843 shares of Common Stock commencing immediately upon issuance and expire July 26, 2022. The Warrants provide for cashless exercise and customary anti-dilution protection. The terms of the Placement Agent Warrant are the same as those of the Warrants.
  
The Purchase Agreement includes customary representations, warranties and covenants. Under the terms of the Purchase Agreement, the Company has agreed to indemnify each of the Investors and its affiliates against certain liabilities.
 
National Securities Corporation (the “Placement Agent”) acted as placement agent in the Offering pursuant to a Placement Agent Agreement, dated July 9, 2019 (the “Placement Agent Agreement”). Pursuant to the Placement Agent Agreement, the Company paid to the Placement Agent a commission of 10% of the gross proceeds from the Offering, reimbursed $30,000 of the Placement Agent’s expenses and issued to the Placement Agent a warrant exercisable for 173,685 shares of Common Stock (the “Placement Agent Warrant”).
  
The foregoing description of the Purchase Agreement, the Notes and the Warrants does not purport to be complete and is qualified in its entirety by reference to the Form of Purchase Agreement, Form of Note and Form of Warrant, which are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
 
 
 
 
Registration Rights Agreement
 
Pursuant to the Purchase Agreement, the Company, the Investors and the Placement Agent entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to file a registration statement (the “Registration Statement”) within 30 days of the closing date of the Offering covering the resale of the shares of Common Stock issuable upon conversion of the Notes and upon exercise of the Warrants and the Placement Agent Warrant (collectively, the “Registrable Securities”). If the Registration Statement is not filed by that time, the Company will make pro rata payments to each holder of Registrable Securities in an amount equal to 1.0% of the aggregate amount invested by such holder pursuant to the Purchase Agreement for each 30-day period or pro rata for any portion thereof for which no Registration Statement is filed with respect to the Registrable Securities. Pursuant to the Registration Rights Agreement, the Company has agreed to use its commercially reasonable efforts to cause the Registration Statement to become effective as soon as practicable after filing and to remain effective until the earlier of the date that (i) all of the Registrable Securities have been sold or (ii) the Registrable Securities may be sold without restriction by each holder pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).
 
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Security Agreement
 
In connection with the Offering, the Company entered into a Security Agreement with the Investors (the “Security Agreement”) pursuant to which the Notes are secured by a first priority lien (subject to permitted liens or permitted encumbrances, as applicable) on substantially all of the Company’s assets.
 
The foregoing description of the Security Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Security Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 2.03      
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information set forth under Item 1.01 of this Current Report on Form 8-K under the heading “Securities Purchase Agreement and Notes Offering” is incorporated herein by reference.
 
Item 3.02.  
Unregistered Sales of Equity Securities.
 
The information set forth under Item 1.01 of this Current Report on Form 8-K under the heading “Securities Purchase Agreement and Notes Offering” is incorporated herein by reference.
 
The Company offered and sold the Securities in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in reliance upon the safe harbor provided by Rule 506(b) of Regulation D promulgated thereunder. Neither the Securities nor the shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants or the Placement Agent Warrant have been registered under the Securities Act or may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Pursuant to the Registration Rights Agreement described in Item 1.01 of this Current Report on Form 8-K under the heading “Registration Rights Agreement,” the Company has agreed to provide certain registration rights with respect to certain of such securities.
 
 
 
 
Item 7.01    
Regulation FD Disclosure.
 
On July 29, 2019, the Company issued a press release announcing the closing of the Offering. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, 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 into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
Item 9.01       
Financial Statements and Exhibits.
 
(d)            
Exhibits
 
Exhibit No.
 
Description
 
Form of Convertible Promissory Note.
 
Form of Warrant.
 
Form of Securities Purchase Agreement dated July 26, 2019.
 
Form of Registration Rights Agreement dated July 26, 2019.
 
Form of Security Agreement dated July 26, 2019.
 
Press Release dated July 29, 2019 issued by the Company, furnished herewith.
 
 
 
 
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.
July 29, 2019
 
 
By: 
/s/ Francois Michelon
 
Name: 
Francois Michelon
 
Title:
President and Chief Executive Officer