8-K
ENDRA Life Sciences Inc. (NDRA)
UNITED STATES
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) November 16, 2020
ENDRA Life Sciences Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37969 | 26-0579295 |
|---|---|---|
| (State<br>or other jurisdiction of incorporation | (Commission<br>File Number) | (IRS<br>Employer Identification No.) |
| 3600<br>Green Court, Suite 350 Ann Arbor, MI | 48105 | |
| --- | --- | |
| (Address<br>of principal executive offices) | (Zip<br>Code) | |
| Registrant's<br>telephone number, including area code | (734)<br>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<br>stock, par value $0.0001 per share | NDRA | The<br>Nasdaq Stock Market LLC |
| Warrants,<br>each to purchase one share of Common Stock | NDRAW | The<br>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 2.02 Results of Operations and Financial Condition
On November 16, 2020, ENDRA Life Sciences Inc. issued a press release announcing its financial results for the quarter ended September 30, 2020. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 2.02 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 of 1933 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 |
|---|---|
| 99.1 | Press<br>Release dated November 16, 2020, 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. | ||
|---|---|---|
| November<br>16, 2020 | ||
| By: | /s/<br>Francois Michelon | |
| Name: | Francois<br>Michelon | |
| Title: | President<br>and Chief Executive Officer |
ndra_ex991
Exhibit 99.1
ENDRA Life Sciences Reports Third Quarter 2020 Financial Results and Provides Business Update
Conference call begins at 4:30 p.m. Eastern time today
ANN ARBOR, MI / ACCESSWIRE / November 16, 2020 / ENDRA Life Sciences Inc. ("ENDRA") (NASDAQ:NDRA), the pioneer of Thermo Acoustic Enhanced UltraSound (TAEUS®), today reported financial results for the three months ended September 30, 2020 and provided a business update. Highlights of the third quarter of 2020 and recent weeks include:
●
Installed the first TAEUS system at Rocky Vista University College of Osteopathic Medicine (RVUCOM), one of three research partnerships for ENDRA. The data from the RVUCOM study, along with other announced and future studies, will bolster the clinical evidence base and support the clinical utility of the TAEUS system in patients with non-alcoholic fatty liver disease (NAFLD) and inflammation (NASH) to support current and future commercialization efforts.
●
Secured the first clinical evaluation reference site in Germany and advanced two more European sites to final legal review, which the Company expects to execute before the end of the year. The Company also continued efforts to build out its strategic salesforce with key hires in the U.K. and Germany, while also identifying leading candidates in other major European markets.
●
Showcased TAEUS technology at important clinical conferences and trade shows, including The Digital International Liver Congress (ILC), hosted by the European Association for the Study of the Liver (EASL), and The Liver Meeting, sponsored by the American Association for the Study of Liver Diseases (AASLD). ENDRA’s participation in these conferences helped to expand its qualified sales pipeline to more than 4,000 global clinicians, highlighting its unique position where there are no other practical clinical tools currently available.
●
Increased its intellectual property portfolio to 76 assets, up from 64 at the end of 2019, including adding key platform patents in the United States, Europe and China to protect current and future clinical applications of the Company’s technology.
●
Received approximately $5 million from the early exercise of common stock warrants. These proceeds extend ENDRA’s cash runway through key business inflection points, including establishing evaluation reference sites and initial sales in Europe, as well as the potential receipt of FDA clearance to begin commercialization in the U.S.
●
Remained on track to execute key milestones of establishing additional clinical evaluation reference sites in Europe in the fourth quarter of 2020.
Commenting on the quarter and recent weeks, Francois Michelon, chairman and chief executive officer of ENDRA, said, "I’m pleased with our continued progress to keep the company on track during these challenging times, including advancing our key European commercialization initiatives, as well as installing the first TAEUS system at Rocky Vista. In addition, we continue to work with the U.S. Food and Drug Administration to respond to questions related to our 510(k) Premarket Notification submission, with expectations that TAEUS will receive clearance.”
Renaud Maloberti, chief commercial officer, added, "The global pandemic is not tempering the enthusiasm of clinicians for our TAEUS solution to the growing NAFLD/NASH challenge, which impacts more than 1 billion people globally. We continue to make meaningful progress toward our first TAEUS system sale.”
Financial Results for Quarter Ended September 30, 2020
●
Operating expenses increased to $3.3 million in the third quarter of 2020, up from $2.6 million in the same period in 2019. The increase was primarily due to expenses related to the development of the TAEUS product line, regulatory submissions, and costs associated with TAEUS pre-commercialization activities.
●
Net loss in the third quarter of 2020 was $3.3 million, or ($0.15) per share, compared with a net loss of $3.4 million, or ($0.46) per share, in the third quarter of 2019.
●
The Company had cash and cash equivalents of $3.8 million as of September 30, 2020, compared with $6.2 million as of December 31, 2019, with no long-term debt.
Conference Call and Webcast Access
Management will host a conference call and webcast today at 4:30 p.m. ET to discuss these results and provide an update on recent corporate developments.
Dial-in Number
U.S./Canada Dial-in Number: 844-369-8774
International Dial-in Number: 862-298-0844
Replay Dial-in Number: 877-481-4010
Replay International Dial-in Number: 919-882-2331
Replay Passcode: 38486
A telephone replay will be available from November 16, 2020 through 4:30 p.m. ET on November 23, 2020.
A live audio webcast will be available through the Events and Presentations page of the Investors section of the company's website at www.endrainc.com. A replay of the webcast will be available on the website for 90 days.
About ENDRA Life Sciences Inc.
ENDRA Life Sciences is the pioneer of Thermo Acoustic Enhanced UltraSound (TAEUS), a ground-breaking technology being developed to visualize tissue like MRI, but at 1/50th the cost and at the point of patient care. TAEUS is designed to work in concert with the over one million ultrasound systems in use globally today. TAEUS is initially focused on the measurement of fat in the liver as a means to assess and monitor Non-Alcoholic Fatty Liver Disease (NAFLD) and inflammation (NASH), chronic liver conditions that affect over one billion people globally, and for which there are no practical diagnostic tools. Beyond the liver, ENDRA is exploring several other clinical applications of TAEUS, including visualization of tissue temperature during energy-based surgical procedures. For more information, please visit www.endrainc.com. See more. Do more. Live better®.
Forward-Looking Statements
All statements in this news release that are not based on historical fact are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as "believe," "expect," "may," "will," "should," "could," "seek," "intend," "plan," "goal," "estimate," "anticipate" or other comparable terms. Examples of forward-looking statements include, among others, estimates of the timing of future events and achievements, such as the expectations regarding commercializing the TAEUS device, establishing evaluation reference sites and initial sales in Europe, receipt of U.S. Food and Drug Administration regulatory approval, and expectations concerning ENDRA's business strategy. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including, among others, our ability to develop a commercially feasible technology; receipt of necessary regulatory approvals; the impact of COVID-19 on our business plans; our ability to find and maintain development partners, market acceptance of our technology and the amount and nature of competition in our industry; our ability to protect our intellectual property; and the other risks and uncertainties described in ENDRA's filings with the Securities and Exchange Commission. The forward-looking statements made in this news release speak only as of the date of issuance, and ENDRA assumes no obligation to update any such forward-looking statements to reflect actual results or changes in expectations, except as otherwise required by law.
Company Contact:
David Wells
Chief Financial Officer
(734) 997-0464
investors@endrainc.com
www.endrainc.com
Investor Relations Contact:
Kim Sutton Golodetz
LHA Investor Relations
(212) 838-3777
kgolodetz@lhai.com
ENDRA Life Sciences Inc.
Condensed Consolidated Balance Sheets
| September<br>30, | December<br>31, | |
|---|---|---|
| Assets | 2020 | 2019 |
| Assets | (unaudited) | |
| Cash | $3,793,292 | $6,174,207 |
| Prepaid<br>expenses | 561,554 | 116,749 |
| Inventory | 323,208 | 113,442 |
| Other current<br>assets | 101,451 | 130,701 |
| Total Current<br>Assets | 4,779,505 | 6,535,099 |
| Other<br>Assets | ||
| Fixed assets,<br>net | 225,620 | 236,251 |
| Right of use<br>assets | 356,060 | 404,919 |
| Total<br>Assets | $5,361,185 | $7,176,269 |
| Liabilities<br>and Stockholders’ Equity | ||
| Current<br>Liabilities | ||
| Accounts payable<br>and accrued liabilities | $1,325,005 | $1,708,525 |
| Convertible notes<br>payable, net of discount | - | 298,069 |
| Lease liabilities,<br>current portion | 73,624 | 66,193 |
| Total Current<br>Liabilities | 1,398,629 | 2,072,787 |
| Long<br>Term Debt | ||
| Loans | 337,084 | - |
| Lease<br>liabilities | 290,489 | 342,812 |
| Total Long Term<br>Debt | 627,573 | 342,812 |
| Total<br>Liabilities | 2,026,202 | 2,415,599 |
| Stockholders’<br>Equity | ||
| Series A<br>Convertible Preferred Stock, $0.0001 par value; 10,000 shares<br>authorized; 190 and 6,338 shares issued and outstanding,<br>respectively | 1 | 1 |
| Series B<br>Convertible Preferred Stock, $0.0001 par value; 1,000 shares<br>authorized; no shares and 352 shares issued and outstanding,<br>respectively | - | - |
| Common stock,<br>$0.0001 par value; 80,000,000 shares authorized; 25,015,710 and<br>8,421,401 shares issued and outstanding, respectively | 2,500 | 842 |
| Additional paid in<br>capital | 58,281,673 | 49,933,736 |
| Stock<br>payable | 224,163 | 43,528 |
| Stock<br>receivable | (85,626) | - |
| Accumulated<br>deficit | (55,087,728) | (45,217,437) |
| Total<br>Stockholders’ Equity | 3,334,983 | 4,760,670 |
| Total<br>Liabilities and Stockholders’ Equity | $5,361,185 | $7,176,269 |
ENDRA Life Sciences Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| Three Months<br>Ended | Three Months<br>Ended | Nine Months<br>Ended | Nine Months<br>Ended | |
|---|---|---|---|---|
| September<br>30, | September<br>30, | September<br>30, | September<br>30, | |
| 2020 | 2019 | 2020 | 2019 | |
| Operating<br>Expenses | ||||
| Research and<br>development | $1,769,339 | $1,468,441 | $4,774,534 | $4,546,746 |
| Sales and<br>marketing | 139,751 | 100,203 | 389,469 | 245,364 |
| General and<br>administrative | 1,346,360 | 1,071,889 | 4,083,572 | 2,920,815 |
| Total operating<br>expenses | 3,255,450 | 2,640,533 | 9,247,575 | 7,712,925 |
| Operating<br>loss | (3,255,450) | (2,640,533) | (9,247,575) | (7,712,925) |
| Other<br>Expenses | ||||
| Amortization of<br>debt discount | - | (728,417) | (232,426) | (728,417) |
| Other income<br>(expense) | (2,621) | (44,612) | 5,261 | (55,328) |
| Total other<br>expenses | (2,621) | (773,029) | (227,165) | (783,745) |
| Loss from<br>operations before income taxes | (3,258,071) | (3,413,562) | (9,474,740) | (8,496,670) |
| Provision for<br>income taxes | - | - | - | - |
| Net<br>Loss | $(3,258,071) | $(3,413,562) | $(9,474,740) | $(8,496,670) |
| Deemed<br>dividend | (395,551) | - | (395,551) | - |
| Net<br>Loss attributable to common stockholders | $(3,653,622) | $(3,413,562) | $(9,870,291) | $(8,496,670) |
| Net<br>loss per share – basic and diluted | $(0.15) | $(0.46) | $(0.41) | $(1.14) |
| Weighted<br>average common shares – basic and diluted | 23,889,591 | 7,428,788 | 23,808,012 | 7,424,713 |
ENDRA Life Sciences Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended | |
|---|---|
| September 30, | |
| 2020 | |
| Cash<br>Flows from Operating Activities | |
| Net<br>loss | (9,474,740) |
| Adjustments to<br>reconcile net loss to net cash used in operating<br>activities: | |
| Depreciation and<br>amortization | 45,114 |
| Common stock,<br>options and warrants issued for services | 1,559,232 |
| Amortization of<br>debt discount | 232,426 |
| Amortization of<br>right of use assets | 48,859 |
| Stock payable for<br>investor relations | 30,000 |
| Changes in<br>operating assets and liabilities: | |
| Increase in prepaid<br>expenses | (444,805) |
| Decrease in lease<br>liability | (44,892) |
| Increase in<br>inventory | (209,766) |
| Decrease (increase)<br>in other asset | 29,250 |
| (Decrease) increase<br>in accounts payable and accrued liabilities | (444,167) |
| Net cash used in<br>operating activities | (8,673,489) |
| Cash<br>Flows from Investing Activities | |
| Purchases of fixed<br>assets | (10,483) |
| Net cash used in<br>investing activities | (10,483) |
| Cash<br>Flows from Financing Activities | |
| Proceeds from<br>senior secured convertible promissory notes, net of<br>fees | - |
| Proceeds from<br>warrant exercise | 4,644,084 |
| Proceeds from<br>loans | 337,084 |
| Proceeds from<br>issuance of common stock | 1,321,890 |
| Net cash provided<br>by financing activities | 6,303,058 |
| Net decrease in<br>cash | (2,380,914) |
| Cash, beginning of<br>period | 6,174,207 |
| Cash,<br>end of period | 3,793,293 |
| Supplemental<br>disclosures of cash items | |
| Interest<br>paid | 1,920 |
| Income tax<br>paid | - |
| Supplemental<br>disclosures of non-cash items | |
| Discount on<br>convertible notes | - |
| Conversion of<br>convertible notes and accrued interest | 493,814 |
| Deemed dividend<br>related to warrant repriced | 395,551 |
| Conversion of<br>Series A Convertible Preferred Stock | (717) |
| Conversion of<br>Series B Convertible Preferred Stock | (36) |
| Stock dividend<br>payable | (47,641) |
| Right of use<br>asset | 356,060 |
| Lease<br>liability | 364,113 |
All values are in US Dollars.