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) May 10, 2024
| 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 |
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 May 10, 2024, ENDRA Life Sciences Inc. (the “Company”) filed a Registration Statement (the “Prospectus”) on Form S-1/A (No. 333-278842) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to a public offering (the “Offering”) of shares of the Company’s common stock and warrants to purchase shares of the Company’s common stock. The Prospectus contains select preliminary unaudited estimated financial results for the fiscal quarter ended March 31, 2024. Such preliminary estimated results are furnished in the excerpt from the Prospectus attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
The information under Items 2.02 and 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Excerpt from Prospectus, dated May 10, 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. | ||
|---|---|---|
| May 10, 2024 | ||
| By: | /s/ Francois Michelon | |
| Name: | Francois Michelon | |
| Title: | President and Chief Executive Officer | |
| 3 | ||
| --- |
ndra_ex991.htm EXHIBIT 99.1
Recent Financial Results
Below is a summary of certain preliminary estimates regarding our financial results for the quarter ended March 31, 2024. This preliminary financial information is based upon our estimates and is subject to completion of our financial closing procedures. Moreover, this preliminary financial information has been prepared solely on the basis of information that is currently available to, and that is the responsibility of, management. Our independent registered public accounting firm has not audited or reviewed, and does not express an opinion with respect to, this information. This preliminary financial information is not a comprehensive statement of our financial results for the quarter ended March 31, 2024, and remains subject to, among other things, the completion of our financial closing procedures, final adjustments, completion of our internal review and review by our independent registered public accounting firm of our financial statements for the quarter ended March 31, 2024.
We expect no revenue for the quarter ended March 31, 2024 and did not have any revenue for the quarter ended March 31, 2023.
We expect to record a net loss of approximately $2.8 million for the quarter ended March 31, 2024, compared to a net loss of approximately $2.9 million for the quarter ended March 31, 2023.
As of March 31, 2024, we had total assets of approximately $5.0 million and working capital of approximately $54 thousand, including $1.1 million of cash and cash equivalents.