As filed with the
Securities and Exchange Commission on March 25,
2021
Registration
No. 333-
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
ENDRA LIFE SCIENCES INC.
(Exact name
of registrant as specified in its charter)
Delaware
|
26-0579295
|
(State
or other jurisdiction of incorporation)
|
(IRS
Employer Identification Number)
|
ENDRA Life Sciences Inc.
3600 Green Court, Suite 350
Ann Arbor, MI 48105
(734) 335-0468
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
_____________________
Francois Michelon
Chief Executive Officer
ENDRA Life Sciences Inc.
3600 Green Court, Suite 350
Ann Arbor, MI 48105
(734) 335-0468
(Name,
address, including zip code, and telephone number, including area
code, of agent for service)
_____________________
Please send copies of all communications to:
Mark R. Busch
K&L Gates LLP
300 South Tryon Street, Suite 1000
Charlotte, NC 28202
(704) 331-7440
_____________________
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement as determined by market
conditions.
If the
only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. ☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this
Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box. ☐
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box.
☐
Indicate
by check mark if the registrant is a large accelerated filer, an
accelerated file, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
Non-accelerated
filer ☒
|
Smaller
reporting company ☒
|
|
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each
Class of Securities to be Registered
|
Amount to be
Registered (1)(2)(3)
|
Proposed
Maximum
Offering Price
per Unit (2)(3)
|
Proposed
Maximum
Aggregate
Offering Price (3)
|
Amount of
Registration Fee (4)
|
Common
Stock
|
|
|
|
|
Preferred
Stock
|
|
|
|
|
Debt
Securities
|
|
|
|
|
Warrants
|
|
|
|
|
Units
|
|
|
|
|
Total for Sale by
Registrant
|
|
|
$50,000,000
|
$5,455
|
(1)
This Registration Statement also covers (i) debt securities,
preferred stock and common stock that may be issued upon exercise
of warrants and (ii) such indeterminate amount of securities as may
be issued upon conversion, redemption, repurchase, exchange or
exercise of any securities registered hereunder, including under
any applicable anti-dilution provisions. In addition, securities
registered hereunder may be sold separately or as units with other
securities registered hereunder.
(2) An
indeterminate aggregate initial offering price or number of
securities of each identified class is being registered as may from
time to time be issued at indeterminate prices and, in addition, an
unspecified number of additional shares of common stock is being
registered as may be issued from time to time upon conversion of
any debt securities that are convertible into common stock or
pursuant to any anti-dilution adjustments with respect to any such
convertible debt securities. Separate consideration may not be
received for registered securities that are issuable upon the
exercise, conversion or exchange of other securities. The
securities covered by this registration statement may be sold or
otherwise distributed separately, together or as units with other
securities covered by this registration statement. This
registration statement also covers debt securities, common stock,
preferred stock, depositary shares, warrants, rights and units that
may be offered or sold under delayed delivery contracts pursuant to
which the counterparty may be required to purchase such securities,
as well as such contracts themselves. Such contracts would be
issued with the specific securities to which they
relate.
(3) Not
specified as to each class of securities to be registered pursuant
to General Instruction II.D of Form S-3 under the Securities
Act.
(4) Calculated
pursuant to Rule 457(o) of the rules and regulations under the
Securities Act.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is
not permitted.
Subject to completion, dated March 25, 2021
ENDRA Life Sciences Inc.
Prospectus
$50,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Units
This
prospectus relates to common stock, preferred stock, debt
securities and warrants that ENDRA Life Sciences Inc. may sell from
time to time in one or more offerings on terms to be determined at
the time of sale. We will provide specific terms of these
securities in supplements to this prospectus. You should read this
prospectus and any supplement carefully before you invest. This
prospectus may not be used to offer and sell securities unless
accompanied by a prospectus supplement for those
securities.
These
securities may be sold directly by us, through dealers or agents
designated from time to time, to or through underwriters or through
a combination of these methods. See “Plan of
Distribution” in this prospectus. We may also describe the
plan of distribution for any particular offering of these
securities in any applicable prospectus supplement. If any agents,
underwriters or dealers are involved in the sale of any securities
in respect of which this prospectus is being delivered, we will
disclose their names and the nature of our arrangements with them
in a prospectus supplement. The net proceeds we expect to receive
from any such sale will also be included in a prospectus
supplement.
Our
common stock trades on the Nasdaq Capital Market under the symbol
“NDRA.” On March 24, 2021, the last reported sale price
for our Common Stock was $2.31 per share. Warrants issued in our
May 2017 initial public offering are traded on the Nasdaq Capital
Market under the symbol “NDRAW.”
We are
an “Emerging Growth Company” as defined in the
Jumpstart Our Business Startups Act of 2012 and, as such, have
elected to comply with certain reduced public company reporting
requirements for this prospectus and future filings. See
“Prospectus Summary − Implications of Being an Emerging
Growth Company.”
INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD REVIEW
CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING
“RISK FACTORS” CONTAINED IN THE APPLICABLE PROSPECTUS
SUPPLEMENT AND ANY RELATED FREE WRITING PROSPECTUS, AND UNDER
SIMILAR HEADINGS IN OTHER DOCUMENTS THAT ARE INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS OR ANY SUCH PROSPECTUS SUPPLEMENT.
SEE “RISK FACTORS” ON PAGE 3 OF THIS
PROSPECTUS.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this
prospectus is , 2021.
Table of Contents
|
Page
|
|
1
|
|
1
|
|
3
|
|
4
|
|
4
|
|
4
|
|
5
|
|
5
|
|
6
|
|
14
|
|
15
|
|
16
|
|
17
|
|
17
|
|
17
|
|
17
|
This
prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission, or the SEC,
utilizing a “shelf” registration process. Under this
shelf process, we may from time to time sell any combination of
securities described in this prospectus in one or more
offerings.
This
prospectus provides you with a general description of the
securities we may offer. Each time we sell securities under this
shelf registration process, we will provide a prospectus supplement
that will contain specific information about the terms of the
securities being offered. That prospectus supplement may include a
discussion of any risk factors or other special consideration that
apply to those securities. The prospectus supplement may also add,
update or change information contained in this prospectus. If there
is any inconsistency between the information in this prospectus and
a prospectus supplement, you should rely on the information in that
prospectus supplement. You should read both this prospectus and any
applicable prospectus supplement together with additional
information described below under the headings “Where You Can
Find More Information” and “Incorporation by
Reference.”
When
acquiring any securities discussed in this prospectus, you should
rely on the information provided in this prospectus and the
prospectus supplement, including the information incorporated by
reference. Neither we, nor any underwriters or agents, have
authorized anyone to provide you with different information. We are
not offering the securities in any state where such an offer is
prohibited. You should not assume that the information in this
prospectus, any prospectus supplement, or any document incorporated
by reference, is truthful or complete at any date other than the
date mentioned on the cover page of those documents. You should
also carefully review the section entitled “Risk
Factors”, which highlights certain risks associated with an
investment in our securities, to determine whether an investment in
our securities is appropriate for you.
Unless
otherwise stated or the context requires otherwise, references to
“ENDRA”, the “Company,” “we,”
“us” or “our” are to ENDRA Life Sciences
Inc and its subsidiaries.
FORWARD-LOOKING
STATEMENTS
Certain
information set forth in this prospectus or incorporated by
reference in this prospectus may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the
Exchange Act, that are intended to be covered by the “safe
harbor” created by those sections. 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,” “would,”
“could,” “seek,” “intend,”
“plan,” “estimate,” “goal,”
“anticipate,” “project” or other comparable
terms. All statements other than statements of historical facts
included in this prospectus regarding our strategies, prospects,
financial condition, operations, costs, plans and objectives are
forward-looking statements. Examples of forward-looking statements
include, among others, statements we make regarding: expectations
for revenues, cash flows and financial performance, the anticipated
results of our development efforts and the timing for receipt of
required regulatory approvals and product launches.
Forward-looking
statements are neither historical facts nor assurances of future
performance. Instead, they are based only on our current beliefs,
expectations and assumptions regarding the future of our business,
future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside our control.
Our actual results and financial condition may differ materially
from those in the forward-looking statements. Therefore, you should
not rely on any of these forward-looking statements. Important
factors that could cause our actual results and financial condition
to differ materially from those indicated in the forward-looking
statements include, among others, the following:
●
our limited commercial experience, limited cash and history of
losses;
●
our ability to obtain adequate financing to fund our business
operations in the future;
●
our ability to achieve profitability;
●
our ability to develop a commercially feasible application based on
our Thermo-Acoustic Enhanced
Ultrasound (“TAEUS”) technology;
●
market acceptance of our technology;
●
uncertainties associated with COVID-19
or coronavirus, including its possible effects on our
operations;
●
results of our human studies, which may be negative or
inconclusive;
●
our ability to find and maintain development partners;
●
our reliance on third parties,
collaborations, strategic alliances and licensing arrangements to
complete our business strategy;
●
the amount and nature of competition in our industry;
●
our ability to protect our intellectual property;
●
potential changes in the healthcare industry or third-party
reimbursement practices;
●
delays and changes in regulatory requirements, policy and
guidelines, including potential delays in submitting required
regulatory applications or other submissions with respect to U.S.
Food and Drug Administration (“FDA”) or other
regulatory agency approval;
●
our ability to obtain CE mark certification and secure required FDA
and other governmental approvals for our TAEUS
applications;
●
our ability to comply with regulation by various federal, state,
local and foreign governmental agencies and to maintain necessary
regulatory clearances or approvals;
●
our ability to maintain compliance with Nasdaq listing
standards;
●
our dependence on our senior management team; and
●
the other risks and uncertainties described in the Risk Factors
section of this prospectus, any prospectus supplement and our most
recent Annual Form 10-K and subsequently filed Quarterly Reports on
Form 10-Q, which filings are incorporated herein by
reference.
We urge
you to consider those risks and uncertainties in evaluating our
forward-looking statements. All subsequent written and oral
forward-looking statements attributable to us or to persons acting
on our behalf are expressly qualified in their entirety by the
applicable cautionary statements. We further caution readers not to
place undue reliance upon any such forward-looking statements,
which speak only as of the date made. Except as otherwise required
by the federal securities laws, we undertake no obligation to
publicly update any forward-looking statement, whether written or
oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise.
We were
incorporated as a Delaware corporation in 2007. We are leveraging
experience with pre-clinical enhanced ultrasound devices to develop
technology for increasing the capabilities of clinical diagnostic
ultrasound in order to broaden patient access to the safe diagnosis
and treatment of a number of significant medical conditions in
circumstances where expensive X-ray computed tomography
(“CT”) and magnetic resonance imaging
(“MRI”) technology, or other diagnostic technologies
such as surgical biopsy, are unavailable or
impractical.
In
2010, we began marketing and selling our Nexus 128 system, which
combined light-based thermoacoustics and ultrasound to address the
imaging needs of researchers studying disease models in
pre-clinical applications. Building on this expertise in
thermoacoustics, we have developed a next-generation technology
platform — Thermo Acoustic Enhanced Ultrasound, or TAEUS
— which is intended to enhance the capability of clinical
ultrasound technology and support the diagnosis and treatment of a
number of significant medical conditions that currently require the
use of expensive CT or MRI imaging or where imaging is not
practical using existing technology. We ceased production, service
support and party for our Nexus 128 system in July 2019 in order to
focus our resources on the development of our TAEUS
technology.
Implications of Being an Emerging Growth Company
We are
an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and,
for as long as we continue to be an “emerging growth
company,” we may choose to take advantage of exemptions from
various reporting requirements applicable to other public companies
but not to “emerging growth companies,” including, but
not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act
of 2002, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and stockholder approval of any
golden parachute payments not previously approved. We will remain
an “emerging growth company” until December 31, 2022
or, if earlier, (i) the last day of the first fiscal year in which
our annual gross revenues exceed $1.07 billion, (ii) the date that
we become a “large accelerated filer” as defined in
Rule 12b-2 under the Securities Exchange Act of 1934, as amended,
which would occur if the market value of our common stock that is
held by non-affiliates exceeds $700 million as of the last business
day of our most recently completed second fiscal quarter, or (iii)
the date on which we have issued more than $1 billion in
non-convertible debt during the preceding three-year period. We are
choosing to “opt out” of the extended transition
periods available under the JOBS Act for complying with new or
revised accounting standards, but intend to take advantage of the
other exemptions discussed above.
We are
also currently considered a “smaller reporting
company,” which generally means that we have a public float
of less than $250 million or that our annual revenues are $100
million or less and we have a public float of $700 million or less.
If we are still considered a “smaller reporting
company” at such time as we cease to be an “emerging
growth company,” we will be subject to increased disclosure
requirements. However, the disclosure requirements will still be
less than they would be if we were not considered either an
“emerging growth company” or a “smaller reporting
company.” Specifically, similar to “emerging growth
companies,” “smaller reporting companies” are
able to provide simplified executive compensation disclosures in
their filings; are exempt, as non-accelerated filers, from the
provisions of Section 404(b) of the Sarbanes-Oxley Act requiring
that independent registered public accounting firms provide an
attestation report on the effectiveness of internal control over
financial reporting; and have certain other decreased disclosure
obligations in their Securities and Exchange Commission, or SEC,
filings, including, among other things, being required to provide
only two years of audited financial statements in annual
reports.
Corporate Information
We were
incorporated in Delaware in July 2007. Our corporate headquarters
is located at 3600 Green Court, Suite 350, Ann Arbor, Michigan
48105-1570. Our website can be accessed at
www.endrainc.com. The telephone number of our principal
executive office is (734)
335-0468. The information contained on, or that may be
obtained from, our website is not, and shall not be deemed to be, a
part of this prospectus.
Investing
in our securities involves a high degree of risk. You should
carefully consider the risk factors described in our Annual Report
on Form 10-K for our most recent fiscal year (together with any
material changes thereto contained in subsequent filed Quarterly
Reports on Form 10-Q) and those contained in our other filings with
the SEC, which are incorporated by reference in this prospectus and
any accompanying prospectus supplement.
The
prospectus supplement applicable to each type or series of
securities we offer may contain a discussion of risks applicable to
the particular types of securities that we are offering under that
prospectus supplement. Prior to making a decision about investing
in our securities, you should carefully consider the specific
factors discussed under the caption “Risk Factors” in
the applicable prospectus supplement, together with all of the
other information contained in the prospectus supplement or
appearing or incorporated by reference in this prospectus. These
risks could materially affect our business, results of operations
or financial condition and cause the value of our securities to
decline. You could lose all or part of your
investment.
We
currently intend to use the estimated net proceeds from the sale of
these securities for working capital and general corporate
purposes, including to fund our product development efforts and to
fund our commercialization activities for our TAEUS technology.
Accordingly, our management will have significant discretion and
flexibility in applying the net proceeds from the sale of these
securities. Our plans to use the estimated net proceeds from the
sale of these securities may change, and if they do, we will update
this information in a prospectus supplement.
DESCRIPTION OF SECURITIES
WE MAY OFFER
We may
issue from time to time, in one or more offerings, the following
securities:
●
shares of common stock;
●
shares of preferred stock;
●
debt securities, which may include senior debt securities,
subordinated debt securities and senior subordinated debt
securities;
●
warrants for the purchase of debt securities, preferred stock or
common stock; and
●
units consisting of two or more of the foregoing.
Set
forth below is a description of the common stock and preferred
stock that may be offered under this prospectus. We will set forth
in the applicable prospectus supplement and/or free writing
prospectus a description of the debt securities and warrants that
may be offered under this prospectus. The terms of the offering of
our common stock, preferred stock or any such other securities, the
initial offering price and the net proceeds to us will be contained
in the prospectus supplement, and other offering material, relating
to such offer.
We may
sell the securities being offered pursuant to this prospectus
directly to purchasers, to or through underwriters, through dealers
or agents, or through a combination of such methods. The prospectus
supplement with respect to the securities being offered will set
forth the terms of the offering of those securities, including the
names of any such underwriters, dealers or agents, the purchase
price, the net proceeds to us, any underwriting discounts and other
items constituting underwriters’ compensation, the initial
public offering price, any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchanges on which
such securities may be listed.
DESCRIPTION OF COMMON STOCK WE MAY
OFFER
The
following summary description of our common stock is based on the
provisions of our certificate of incorporation and bylaws, and the
applicable provisions of the General Corporation Law of the State
of Delaware. This information may not be complete in all respects
and is qualified entirely by reference to the provisions of our
Fourth Amended and Restated Certificate of Incorporation (the
“Certificate of Incorporation”), and our amended and
restated bylaws (the “Bylaws”) and the General
Corporation Law of the State of Delaware. For information on how to
obtain copies of our Certificate of Incorporation and Bylaws, see
the discussion below under the heading “Where You Can Find
More Information.”
We may
offer our common stock issuable upon the conversion of debt
securities or preferred stock and upon the exercise of
warrants.
Authorized
Capital
We
currently have authority to issue 80,000,000 shares of our common
stock, par value of $0.0001 per share. As of March 24, 2021,
41,599,709 shares of our common stock were issued and outstanding,
held of record by 25 stockholders. Our authorized but unissued
shares of common stock are available for issuance without further
action by our stockholders, unless such action is required by
applicable law or the rules of any stock exchange or automated
quotation system on which our securities may be listed or
traded.
Voting
Rights
Each
holder of our common stock is entitled to one vote for each such
share outstanding in the holder’s name. No holder
of common stock is entitled to cumulate votes in voting for
directors.
Dividend
and Liquidation Rights
The
holders of outstanding shares of our common stock are entitled to
such dividends as may be declared by our board of directors out of
funds legally available for such purpose. The shares of our common
stock are neither redeemable nor convertible. Holders of our common
stock have no preemptive or subscription rights to purchase any of
our securities. In the event of our liquidation, dissolution or
winding up, the holders of our common stock are entitled to receive
pro rata our assets, which are legally available for distribution,
after payments of all debts and other liabilities. All
of the outstanding shares of our common stock are fully paid and
non-assessable.
We have
never paid any cash dividends on our common stock.
Our
shares of common stock are listed on the Nasdaq Capital Market
under the symbol “NDRA.”
DESCRIPTION OF PREFERRED
STOCK WE MAY OFFER
This
section describes the general terms and provisions of the preferred
stock we may offer. This information may not be complete in all
respects and is qualified entirely by reference to our Certificate
of Incorporation, with respect to each series of preferred stock.
The specific terms of any series will be described in a prospectus
supplement. Those terms may differ from the terms discussed below.
Any series of preferred stock we issue will be governed by our
Certificate of Incorporation and by the certificate of designations
relating to that series. We will file the certificate of
designations with the SEC and incorporate it by reference as an
exhibit to our registration statement at or before the time we
issue any preferred stock of that series.
Authorized Preferred Stock
Our
Certificate of Incorporation authorizes us to issue 10,000,000
shares of preferred stock, par value $0.0001 per share. We have designated
10,000 shares of preferred stock as Series A Convertible Preferred
Stock (“Series A Preferred Stock”) and 1,000 shares of
its preferred stock as Series B Convertible Preferred Stock
(“Series B Preferred Stock”), and the remainder of
9,989,000 shares remain authorized but undesignated. As of March
24, 2021, we had 141.397 shares of Series A Preferred Stock and no
shares of Series B Preferred Stock issued and outstanding. Our
authorized but unissued shares of preferred stock are available for
issuance without further action by our stockholders, unless such
action is required by applicable law or the rules of any stock
exchange or automated quotation system on which our securities may
be listed or traded.
Our
board of directors has the authority to issue preferred stock in
one or more series and to fix the designations, powers, rights,
preferences, qualifications, limitations and restrictions thereof.
These designations, powers, rights and preferences could include
voting rights, dividend rights, dissolution rights, conversion
rights, exchange rights, redemption rights, liquidation
preferences, and the number of shares constituting any series or
the designation of such series, any or all of which may be greater
than the rights of common stock. The issuance of preferred stock
could adversely affect the voting power of holders of common stock
and the likelihood that such holders will receive dividend payments
and payments upon liquidation. In addition, the issuance of
preferred stock could have the effect of delaying, deferring or
preventing change in our control or other corporate
action.
Specific Terms of a Series of Preferred Stock
The
preferred stock we may offer under this prospectus will be issued
in one or more series. A prospectus supplement will discuss the
following features of the series of preferred stock to which it
relates:
●
the designations and stated value per share;
●
the number of shares offered;
●
the amount of liquidation preference per share;
●
the public offering price at which the preferred stock will be
issued;
●
the dividend rate, the method of its calculation, the dates on
which dividends would be paid and the dates, if any, from which
dividends would cumulate;
●
any redemption or sinking fund provisions;
●
any conversion or exchange rights; and
●
any additional voting, dividend, liquidation, redemption, sinking
fund and other rights, preferences, privileges, limitations and
restrictions.
DESCRIPTION OF DEBT SECURITIES WE MAY
OFFER
General
The
debt securities that we may issue will constitute debentures,
notes, bonds or other evidences of indebtedness of ENDRA, to be
issued in one or more series, which may include senior debt
securities, subordinated debt securities and senior subordinated
debt securities. The particular terms of any series of debt
securities we offer, including the extent to which the general
terms set forth below may be applicable to a particular series,
will be described in a prospectus supplement relating to such
series.
Debt
securities that we may issue will be issued under an indenture
between us and a trustee qualified to act as such under the Trust
Indenture Act of 1939. We have filed the form of the indenture as
an exhibit to the registration statement of which this prospectus
is a part. When we refer to the “indenture” in this
prospectus, we are referring to the indenture under which the debt
securities are issued as supplemented by any supplemental indenture
applicable to the debt securities. We will provide the name of the
trustee in any prospectus supplement related to the issuance of
debt securities, and we will also provide certain other information
related to the trustee, including describing any relationship we
have with the trustee, in such prospectus supplement.
THE
FOLLOWING DESCRIPTION IS A SUMMARY OF THE MATERIAL PROVISIONS OF
THE INDENTURE. IT DOES NOT RESTATE THE INDENTURE IN ITS ENTIRETY.
THE INDENTURE IS GOVERNED BY THE TRUST INDENTURE ACT OF 1939. THE
TERMS OF THE DEBT SECURITIES INCLUDE THOSE STATED IN THE INDENTURE
AND THOSE MADE PART OF THE INDENTURE BY REFERENCE TO THE TRUST
INDENTURE ACT. WE URGE YOU TO READ THE INDENTURE BECAUSE IT, AND
NOT THIS DESCRIPTION, DEFINES YOUR RIGHTS AS A HOLDER OF THE DEBT
SECURITIES.
Information You Will Find in the Prospectus Supplement
The
indenture provides that we may issue debt securities from time to
time in one or more series and that we may denominate the debt
securities and make them payable in foreign currencies. The
indenture does not limit the aggregate principal amount of debt
securities that can be issued thereunder. The prospectus supplement
for a series of debt securities will provide information relating
to the terms of the series of debt securities being offered, which
may include:
●
the title and denominations of the debt securities of the
series;
●
any limit on the aggregate principal amount of the debt securities
of the series;
●
the date or dates on which the principal and premium, if any, with
respect to the debt securities of the series are payable or the
method of determination thereof;
●
the rate or rates, which may be fixed or variable, at which the
debt securities of the series shall bear interest, if any, or the
method of calculating and/or resetting such rate or rates of
interest;
●
the dates from which such interest shall accrue or the method by
which such dates shall be determined and the duration of the
extensions and the basis upon which interest shall be
calculated;
●
the interest payment dates for the series of debt securities or the
method by which such dates will be determined, the terms of any
deferral of interest and any right of ours to extend the interest
payment periods;
●
the place or places where the principal and interest on the series
of debt securities will be payable;
●
the terms and conditions upon which debt securities of the series
may be redeemed, in whole or in part, at our option or
otherwise;
●
our obligation, if any, to redeem, purchase, or repay debt
securities of the series pursuant to any sinking fund or other
specified event or at the option of the holders and the terms of
any such redemption, purchase, or repayment;
●
the terms, if any, upon which the debt securities of the series may
be convertible into or exchanged for other securities, including,
among other things, the initial conversion or exchange price or
rate and the conversion or exchange period;
●
if the amount of principal, premium, if any, or interest with
respect to the debt securities of the series may be determined with
reference to an index or formula, the manner in which such amounts
will be determined;
●
if any payments on the debt securities of the series are to be made
in a currency or currencies (or by reference to an index or
formula) other than that in which such securities are denominated
or designated to be payable, the currency or currencies (or index
or formula) in which such payments are to be made and the terms and
conditions of such payments;
●
any changes or additions to the provisions of the indenture dealing
with defeasance, including any additional covenants that may be
subject to our covenant defeasance option;
●
the currency or currencies in which payment of the principal and
premium, if any, and interest with respect to debt securities of
the series will be payable, or in which the debt securities of the
series shall be denominated, and the particular provisions
applicable thereto in accordance with the indenture;
●
the portion of the principal amount of debt securities of the
series which will be payable upon declaration of acceleration or
provable in bankruptcy or the method by which such portion or
amount shall be determined;
●
whether the debt securities of the series will be secured or
guaranteed and, if so, on what terms;
●
any addition to or change in the events of default with respect to
the debt securities of the series;
●
the identity of any trustees, authenticating or paying agents,
transfer agents or registrars;
●
the applicability of, and any addition to or change in, the
covenants currently set forth in the indenture;
●
the subordination, ranking or priority, if any, of the debt
securities of the series and terms of the
subordination;
●
any other terms of the debt securities of the series which are not
prohibited by the indenture; and
Holders
of debt securities may present debt securities for exchange in the
manner, at the places, and subject to the restrictions set forth in
the debt securities, the indenture, and the prospectus supplement.
We will provide these services without charge, other than any tax
or other governmental charge payable in connection therewith, but
subject to the limitations provided in the indenture, any board
resolution establishing such debt securities and any applicable
indenture supplement.
Senior Debt
We may
issue senior debt securities under the indenture. Unless otherwise
set forth in the applicable indenture supplement and described in a
prospectus supplement, the senior debt securities will be senior
unsecured obligations, ranking equally with all of our existing and
future senior unsecured debt. The senior debt securities will be
senior to all of our subordinated debt and junior to any secured
debt we may incur as to the assets securing such debt.
Subordinated Debt
We may
issue subordinated debt securities under the indenture. These
subordinated debt securities will be subordinate and junior in
right of payment, to the extent and in the manner set forth in the
indenture and any applicable indenture supplement, to all of our
senior indebtedness.
If this
prospectus is being delivered in connection with a series of
subordinated debt securities, the accompanying prospectus
supplement or the information incorporated by reference will set
forth the approximate amount of senior indebtedness outstanding as
of the end of the most recent fiscal quarter.
Senior Subordinated Debt
We may
issue senior subordinated debt securities under the indenture.
These senior subordinated debt securities will be, to the extent
and in the manner set forth in the applicable indenture supplement,
subordinate and junior in right of payment to all of our
“senior indebtedness” and senior to our other
subordinated debt. See the discussions above under
“—Senior Debt” and “—Subordinated
Debt” for a more detailed explanation of our senior and
subordinated indebtedness.
Interest Rate
Debt
securities that bear interest will do so at a fixed rate or a
variable rate. We may sell, at a discount below the stated
principal amount, any debt securities which bear no interest or
which bear interest at a rate that at the time of issuance is below
the prevailing market rate. The relevant prospectus supplement will
describe the special United States federal income tax
considerations applicable to:
●
any discounted debt securities; and
●
any debt securities issued at par which are treated as having been
issued at a discount for United States federal income tax
purposes.
Registered Global Securities
We may
issue registered debt securities of a series in the form of one or
more fully registered global securities. We will deposit the
registered global security with a depository or with a nominee for
a depository identified in the prospectus supplement relating to
such series. The global security or global securities will
represent and will be in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of
outstanding registered debt securities of the series to be
represented by the registered global security or securities. Unless
it is exchanged in whole or in part for debt securities in
definitive registered form, a registered global security may not be
transferred, except as a whole in three cases:
●
by the depository for the registered global security to a nominee
of the depository;
●
by a nominee of the depository to the depository or another nominee
of the depository; and
●
by the depository or any nominee to a successor of the depository
or a nominee of the successor.
The
prospectus supplement relating to a series of debt securities will
describe the specific terms of the depository arrangement
concerning any portion of that series of debt securities to be
represented by a registered global security. We anticipate that the
following provisions will generally apply to all depository
arrangements.
Upon
the issuance of a registered global security, the depository will
credit, on its book-entry registration and transfer system, the
principal amounts of the debt securities represented by the
registered global security to the accounts of persons that have
accounts with the depository. These persons are referred to as
“participants.” Any underwriters, agents or dealers
participating in the distribution of debt securities represented by
the registered global security will designate the accounts to be
credited. Only participants or persons that hold interests through
participants will be able to beneficially own interests in a
registered global security. The depository for a global security
will maintain records of beneficial ownership interests in a
registered global security for participants. Participants or
persons that hold through participants will maintain records of
beneficial ownership interests in a global security for persons
other than participants. These records will be the only means to
transfer beneficial ownership in a registered global
security.
The
laws of some states may require that specified purchasers of
securities take physical delivery of the securities in definitive
form. These laws may limit the ability of those persons to own,
transfer or pledge beneficial interests in global
securities.
So long
as the depository, or its nominee, is the registered owner of a
registered global security, the depository or its nominee will be
considered the sole owner or holder of the debt securities
represented by the registered global security for all purposes
under the indenture. Except as set forth below, owners of
beneficial interests in a registered global security:
●
may not have the debt securities represented by a registered global
security registered in their names;
●
will not receive or be entitled to receive physical delivery of
debt securities represented by a registered global security in
definitive form; and
●
will not be considered the owners or holders of debt securities
represented by a registered global security under the
indenture.
Accordingly,
each person owning a beneficial interest in a registered global
security must rely on the procedures of the depository for the
registered global security and, if the person is not a participant,
on the procedures of the participant through which the person owns
its interests, to exercise any rights of a holder under the
indenture applicable to the registered global
security.
We
understand that, under existing industry practices, if we request
any action of holders, or if an owner of a beneficial interest in a
registered global security desires to give or take any action which
a holder is entitled to give or take under the indenture, the
depository for the registered global security would authorize the
participants holding the relevant beneficial interests to give or
take the action, and the participants would authorize beneficial
owners owning through the participants to give or take the action
or would otherwise act upon the instructions of beneficial owners
holding through them.
Payment of Interest on and Principal of Registered Global
Securities
We will
make principal, premium, if any, and interest payments on debt
securities represented by a registered global security registered
in the name of a depository or its nominee to the depository or its
nominee as the registered owner of the registered global security.
None of ENDRA, the trustee, or any paying agent for debt securities
represented by a registered global security will have any
responsibility or liability for:
●
any aspect of the records relating to, or payments made on account
of, beneficial ownership interests in such registered global
security;
●
maintaining, supervising, or reviewing any records relating to
beneficial ownership interests;
●
the payments to beneficial owners of the global security of amounts
paid to the depository or its nominee; or
●
any other matter relating to the actions and practices of the
depository, its nominee or any of its participants.
We
expect that the depository, upon receipt of any payment of
principal, premium or interest in respect of the global security,
will immediately credit participants’ accounts with payments
in amounts proportionate to their beneficial interests in the
principal amount of a registered global security as shown on the
depository’s records. We also expect that payments by
participants to owners of beneficial interests in a registered
global security held through participants will be governed by
standing instructions and customary practices. This is currently
the case with the securities held for the accounts of customers
registered in “street name.” Such payments will be the
responsibility of participants.
Exchange of Registered Global Securities
We may
issue debt securities in definitive form in exchange for the
registered global security if both of the following
occur:
●
the depository for any debt securities represented by a registered
global security is at any time unwilling or unable to continue as
depository or ceases to be a clearing agency registered under the
Exchange Act; and
●
we do not appoint a successor depository within
90 days.
In
addition, we may, at any time, determine not to have any of the
debt securities of a series represented by one or more registered
global securities. In this event, we will issue debt securities of
that series in definitive form in exchange for all of the
registered global security or securities representing those debt
securities.
Covenants by ENDRA
The
indenture includes covenants by us, including among other things
that we will make all payments of principal and interest at the
times and places required. The supplemental indenture establishing
each series of debt securities may contain additional covenants,
including covenants which could restrict our right to incur
additional indebtedness or liens and to take certain actions with
respect to our businesses and assets.
Events of Default
Unless
otherwise indicated in the applicable prospectus supplement, the
following will be events of default under the indenture with
respect to each series of debt securities issued under the
indenture:
●
failure to pay when due any interest on any debt security of that
series, continued for 30 days;
●
failure to pay when due the principal of, or premium, if any, on,
any debt security of that series;
●
failure to perform any other covenant or agreement of ours under
the indenture or the supplemental indenture with respect to that
series or the debt securities of that series, continued for
90 days after written notice to us by the trustee or holders
of at least 25% in aggregate principal amount of the outstanding
debt securities of the series to which the covenant or agreement
relates;
●
certain events of bankruptcy, insolvency or similar proceedings
affecting us; and
●
any other event of default specified in any supplemental indenture
under which such series of debt securities is issued.
Except
as to certain events of bankruptcy, insolvency or similar
proceedings affecting us and except as provided in the applicable
prospectus supplement, if any event of default shall occur and be
continuing with respect to any series of debt securities under the
indenture, either the trustee or the holders of at least 25% in
aggregate principal amount of outstanding debt securities of such
series may accelerate the maturity of all debt securities of such
series. Upon certain events of bankruptcy, insolvency or similar
proceedings affecting us, the principal, premium, if any, and
interest on all debt securities of each series shall be immediately
due and payable.
After
any such acceleration, but before a judgment or decree based on
acceleration has been obtained by the trustee, the holders of a
majority in aggregate principal amount of each affected series of
debt securities may waive all defaults with respect to such series
and rescind and annul such acceleration if all events of default,
other than the non-payment of accelerated principal, have been
cured, waived or otherwise remedied.
No
holder of any debt securities will have any right to institute any
proceeding with respect to the indenture or for any remedy under
the indenture, unless such holder shall have previously given to
the trustee written notice of a continuing event of default and the
holders of at least 25% in aggregate principal amount of the
outstanding debt securities of the relevant series shall have made
written request and offered indemnity satisfactory to the trustee
to institute such proceeding as trustee, and the trustee shall not
have received from the holders of a majority in aggregate principal
amount of the outstanding debt securities of such series a
direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days. However, such
limitations do not apply to a suit instituted by a holder of a debt
security for enforcement of payment of the principal of and
premium, if any, or interest on such debt security on or after the
respective due dates expressed in such debt security.
Supplemental Indentures
We and
the trustee may, at any time and from time to time, without prior
notice to or consent of any holders of debt securities, enter into
one or more indentures supplemental to the indenture, among other
things:
●
to add guarantees to or secure any series of debt
securities;
●
to provide for the succession of another person pursuant to the
provisions of the indenture relating to consolidations, mergers and
sales of assets and the assumption by such successor of our
covenants, agreements, and obligations, or to otherwise comply with
the provisions of the indenture relating to consolidations,
mergers, and sales of assets;
●
to surrender any right or power conferred upon us under the
indenture or to add to our covenants further covenants,
restrictions, conditions or provisions for the protection of the
holders of all or any series of debt securities;
●
to cure any ambiguity or to correct or supplement any provision
contained in the indenture, in any supplemental indenture or in any
debt securities that may be defective or inconsistent with any
other provision contained therein;
●
to modify or amend the indenture in such a manner as to permit the
qualification of the indenture or any supplemental indenture under
the Trust Indenture Act;
●
to add to or change any of the provisions of the indenture to
supplement any of the provisions of the indenture in order to
permit the defeasance and discharge of any series of debt
securities pursuant to the indenture, so long as any such action
does not adversely affect the interests of the holders of debt
securities of any series in any material respect;
●
to add to, change, or eliminate any of the provisions of the
indenture with respect to one or more series of debt securities, so
long as any such addition, change or elimination shall not apply to
any debt securities of any series created prior to the execution of
such supplemental indenture and entitled to the benefit of such
provision;
●
to evidence and provide for the acceptance of appointment by a
successor or separate trustee; and
●
to establish the form or terms of debt securities of any series and
to make any change that does not adversely affect the interests of
the holders of debt securities.
With
the consent of the holders of at least a majority in principal
amount of debt securities of each series affected by such
supplemental indenture (each series voting as one class), we and
the trustee may enter into one or more supplemental indentures for
the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the indenture or modifying
in any manner the rights of the holders of debt securities of each
such series.
Notwithstanding
our rights and the rights of the trustee to enter into one or more
supplemental indentures with the consent of the holders of debt
securities of the affected series as described above, no such
supplemental indenture shall, without the consent of the holder of
each outstanding debt security of the affected series, among other
things:
●
change the final maturity of the principal of, or any installment
of interest on, any debt securities;
●
reduce the principal amount of any debt securities or the rate of
interest on any debt securities;
●
change the currency in which any debt securities are
payable;
●
impair the right of the holders to conduct a proceeding for any
remedy available to the trustee;
●
reduce the percentage in principal amount of any series of debt
securities whose holders must consent to an amendment or
supplemental indenture;
●
modify the ranking or priority of the securities; or
●
reduce any premium payable upon the redemption of any debt
securities.
Satisfaction and Discharge of the Indenture;
Defeasance
Except
to the extent set forth in a supplemental indenture with respect to
any series of debt securities, we, at our election, may discharge
the indenture and the indenture shall generally cease to be of any
further effect with respect to that series of debt securities if
(a) we have delivered to the trustee for cancellation all debt
securities of that series (with certain limited exceptions) or
(b) all debt securities of that series not previously
delivered to the trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one
year or are to be called for redemption within one year, and we
have deposited with the trustee the entire amount sufficient to pay
at maturity or upon redemption all such debt
securities.
In
addition, we have a “legal defeasance option” (pursuant
to which we may terminate, with respect to the debt securities of a
particular series, all of our obligations under such debt
securities and the indenture with respect to such debt securities)
and a “covenant defeasance option” (pursuant to which
we may terminate, with respect to the debt securities of a
particular series, our obligations with respect to such debt
securities under certain specified covenants contained in the
indenture). If we exercise our legal defeasance option with respect
to a series of debt securities, payment of such debt securities may
not be accelerated because of an event of default. If we exercise
our covenant defeasance option with respect to a series of debt
securities, payment of such debt securities may not be accelerated
because of an event of default related to the specified
covenants.
We may
exercise our legal defeasance option or our covenant defeasance
option with respect to the debt securities of a series only if we
irrevocably deposit in trust with the trustee cash or U.S.
government obligations (as defined in the indenture) for the
payment of principal, premium, if any, and interest with respect to
such debt securities to maturity or redemption, as the case may be.
In addition, to exercise either of our defeasance options, we must
comply with certain other conditions, including the delivery to the
trustee of an opinion of counsel to the effect that the holders of
debt securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such defeasance
and will be subject to Federal income tax on the same amounts, in
the same manner and at the same times as would have been the case
if such defeasance had not occurred (and, in the case of legal
defeasance only, such opinion of counsel must be based on a ruling
from the Internal Revenue Service or other change in applicable
Federal income tax law).
The
trustee will hold in trust the cash or U.S. government obligations
deposited with it as described above and will apply the deposited
cash and the proceeds from deposited U.S. government obligations to
the payment of principal, premium, if any, and interest with
respect to the debt securities of the defeased series.
Mergers, Consolidations and Certain Sales of Assets
We may
not:
●
consolidate with or merge into any other person or entity or permit
any other person or entity to consolidate with or merge into us in
a transaction in which we are not the surviving entity,
or
●
transfer, lease or dispose of all or substantially all of our
assets to any other person or entity,
unless:
o the
resulting, surviving or transferee entity shall be a corporation
organized and existing under the laws of the United States or any
state thereof and such resulting, surviving or transferee entity
shall expressly assume, by supplemental indenture, executed and
delivered in form satisfactory to the trustee, all of our
obligations under the debt securities and the
indenture;
o
immediately after giving effect to such transaction (and treating
any indebtedness which becomes an obligation of the resulting,
surviving or transferee entity as a result of such transaction as
having been incurred by such entity at the time of such
transaction), no default or event of default would occur or be
continuing; and
o we
shall have delivered to the trustee an officers’ certificate
and an opinion of counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture (if any) comply
with the indenture.
The
phrase “substantially all” of our assets will likely be
interpreted under applicable state law and will be dependent upon
particular facts and circumstances. As a result, there may be a
degree of uncertainty in ascertaining whether a sale or transfer of
“substantially all” of our assets has
occurred.
Governing Law
The
indenture and the debt securities will be governed by the laws of
the State of New York.
No Personal Liability of Directors, Officers, Employees and
Stockholders
No
director, officer, incorporator or stockholder of ENDRA, as such,
shall have any liability for any obligations of ENDRA under the
debt securities or the indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation,
solely by reason of his, her, or its status as director, officer,
incorporator or stockholder of ENDRA. By accepting a debt security,
each holder waives and releases all such liability, but only such
liability. The waiver and release are part of the consideration for
issuance of the debt securities. Nevertheless, such waiver may not
be effective to waive liabilities under the federal securities laws
and it has been the view of the SEC that such a waiver is against
public policy.
Conversion or Exchange Rights
Any
debt securities offered hereby may be convertible into or
exchangeable for shares of our equity or other securities. The
terms and conditions of such conversion or exchange will be set
forth in the applicable prospectus supplement. Such terms may
include, among others, the following:
●
the conversion or exchange price;
●
the conversion or exchange period;
●
provisions regarding our ability or that of the holder to convert
or exchange the debt securities;
●
events requiring adjustment to the conversion or exchange price;
and
●
provisions affecting conversion or exchange in the event of our
redemption of such debt securities.
Concerning the Trustee
The
indenture provides that there may be more than one trustee with
respect to one or more series of debt securities. If there are
different trustees for different series of debt securities, each
trustee will be a trustee of a trust under a supplemental indenture
separate and apart from the trust administered by any other trustee
under such indenture. Except as otherwise indicated in this
prospectus or any prospectus supplement, any action permitted to be
taken by a trustee may be taken by the trustee only with respect to
the one or more series of debt securities for which it is the
trustee under an indenture. Any trustee under the indenture or a
supplemental indenture may resign or be removed with respect to one
or more series of debt securities. All payments of principal of,
premium, if any, and interest on, and all registration, transfer,
exchange authentication and delivery (including authentication and
delivery on original issuance of the debt securities) of, the debt
securities of a series will be effected by the trustee with respect
to such series at an office designated by the trustee.
The
indenture contains limitations on the right of the trustee, should
it become a creditor of ENDRA, to obtain payment of claims in
certain cases or to realize on certain property received in respect
of any such claim as security or otherwise. If the trustee acquires
an interest that conflicts with any duties with respect to the debt
securities, the trustee is required to either resign or eliminate
such conflicting interest to the extent and in the manner provided
by the indenture.
DESCRIPTION OF WARRANTS WE MAY
OFFER
We may
issue warrants for the purchase of debt securities, preferred stock
or common stock. Warrants may be issued independently or together
with debt securities, preferred stock or common stock and may be
attached to or separate from any offered securities. Any issue of
warrants will be governed by the terms of the applicable form of
warrant and any related warrant agreement which we will file with
the SEC and they will be incorporated by reference to the
registration statement of which this prospectus is a part on or
before the time we issue any warrants.
The
particular terms of any issue of warrants will be described in the
prospectus supplement relating to the issue. Those terms may
include:
●
the title of such warrants;
●
the aggregate number of such warrants;
●
the price or prices at which such warrants will be
issued;
●
the currency or currencies (including composite currencies) in
which the price of such warrants may be payable;
●
the terms of the securities purchasable upon exercise of such
warrants and the procedures and conditions relating to the exercise
of such warrants;
●
the price at which the securities purchasable upon exercise of such
warrants may be purchased;
●
the date on which the right to exercise such warrants will commence
and the date on which such right shall expire;
●
any provisions for adjustment of the number or amount of securities
receivable upon exercise of the warrants or the exercise price of
the warrants;
●
if applicable, the minimum or maximum amount of such warrants that
may be exercised at any one time;
●
if applicable, the designation and terms of the securities with
which such warrants are issued and the number of such warrants
issued with each such security;
●
if applicable, the date on and after which such warrants and the
related securities will be separately transferable;
●
information with respect to book-entry procedures, if any;
and
●
any other terms of such warrants, including terms, procedures and
limitations relating to the exchange or exercise of such
warrants.
The
prospectus supplement relating to any warrants to purchase equity
securities may also include, if applicable, a discussion of certain
U.S. federal income tax and ERISA considerations.
Warrants
for the purchase of preferred stock and common stock will be
offered and exercisable for U.S. dollars only.
Each
warrant will entitle its holder to purchase the principal amount of
debt securities or the number of shares of preferred stock or
common stock at the exercise price set forth in, or calculable as
set forth in, the applicable prospectus supplement.
After
the close of business on the expiration date, unexercised warrants
will become void. We will specify the place or places where, and
the manner in which, warrants may be exercised in the applicable
prospectus supplement.
Prior
to the exercise of any warrants to purchase debt securities,
preferred stock or common stock, holders of the warrants will not
have any of the rights of holders of the debt securities, preferred
stock or common stock purchasable upon exercise.
As of March 24, 2021, warrants to purchase a total of 575,641
shares of common stock at a weighted average exercise price of
$1.77 per share were outstanding. Warrants to purchase total of
1,932,000 shares of common stock that were issued as part of the
units issued in our initial public offering, which expire in May
2022, have an exercise price of $6.25 per share. Warrants to
purchase a total of 154,560 shares of common stock issued to the
underwriters in our initial public offering also expire in May 2022
and have an exercise price of $6.25 per share. Warrants to purchase
a total of 190,234 shares of common stock expire in June 2021 and
have an exercise price of $2.52 per share. Warrants to purchase a
total of 44,333 shares of common stock expire in October 2023 and
have an exercise price of $2.625 per share. Warrants to purchase a
total of 205,768 shares of common stock expire in July 2022 and
have an exercise price of $1.49 per share. Warrants to purchase a
total of 115,499 shares of common stock expire in December 2024 and
have an exercise price of $0.87 per share. Warrants to purchase a
total of 11,948 shares of common stock expire in December 2024 and
have an exercise price of $0.99 per share. Warrants to purchase a
total of 7,859 shares of common stock have varying exercise prices
and expiration dates.
DESCRIPTION OF UNITS WE MAY
OFFER
We may
issue units consisting of any combination of the other types of
securities offered under this prospectus in one or more series. We
may evidence each series of units by unit certificates that we will
issue under a separate agreement. We may enter into unit agreements
with a unit agent. Each unit agent will be a bank or trust company
that we select. We will indicate the name and address of the unit
agent in the applicable prospectus supplement relating to a
particular series of units.
The
following description, together with the additional information
included in any applicable prospectus supplement, summarizes the
general features of the units that we may offer under this
prospectus. You should read any prospectus supplement and any free
writing prospectus that we may authorize to be provided to you
related to the series of units being offered, as well as the
complete unit agreements that contain the terms of the units.
Specific unit agreements will contain additional important terms
and provisions and we will file as an exhibit to the registration
statement of which this prospectus is a part, or will incorporate
by reference from another report that we file with the SEC, the
form of each unit agreement relating to units offered under this
prospectus.
If we
offer any units, certain terms of that series of units will be
described in the applicable prospectus supplement, including,
without limitation, the following, as applicable:
●
the title of the series of units;
●
identification and description of the separate constituent
securities comprising the units;
●
the price or prices at which the units will be issued;
●
the date, if any, on and after which the constituent securities
comprising the units will be separately transferable;
●
a discussion of certain United States federal income tax
considerations applicable to the units; and
●
any other terms of the units and their constituent
securities.
We may
sell the securities offered by this prospectus to one or more
underwriters or dealers for public offering, through agents,
directly to purchasers or through a combination of any such methods
of sale. The name of any such underwriters, dealers or agents
involved in the offer and sale of the securities, the amounts
underwritten and the nature of its obligation to take the
securities will be specified in the applicable prospectus
supplement. We have reserved the right to sell the securities
directly to investors on our own behalf in those jurisdictions
where we are authorized to do so. The sale of the securities
may be effected in transactions (a) on any national or
international securities exchange or quotation service on which the
securities may be listed or quoted at the time of sale, (b) in the
over-the-counter market, (c) in transactions otherwise than on such
exchanges or in the over-the-counter market or (d) through the
writing of options.
We and
our agents and underwriters may offer and sell the securities at a
fixed price or prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The
securities may be offered on an exchange, which will be disclosed
in the applicable prospectus supplement. We may, from time to
time, authorize dealers, acting as our agents, to offer and sell
the securities upon such terms and conditions as set forth in the
applicable prospectus supplement. We may also sell the securities
offered by any applicable prospectus supplement in
“at-the-market offerings” within the meaning of Rule
415 of the Securities Act, to or through a market maker or into an
existing trading market, on an exchange or otherwise.
If we
use underwriters to sell securities, we will enter into an
underwriting agreement with them at the time of the sale to them.
In connection with the sale of the securities, underwriters
may receive compensation from us in the form of underwriting
discounts or commissions and may also receive commissions from
purchasers of the securities for whom they may act as agent.
Any underwriting compensation paid by us to underwriters or
agents in connection with the offering of the securities, and any
discounts, concessions or commissions allowed by underwriters to
participating dealers, will be set forth in the applicable
prospectus supplement to the extent required by applicable law.
Underwriters may sell the securities to or through dealers,
and such dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters or commissions
(which may be changed from time to time) from the purchasers for
whom they may act as agents.
Dealers
and agents participating in the distribution of the securities may
be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the
securities may be deemed to be underwriting discounts and
commissions under the Securities Act. Unless otherwise
indicated in the applicable prospectus supplement, an agent will be
acting on a best efforts basis and a dealer will purchase debt
securities as a principal, and may then resell the debt securities
at varying prices to be determined by the dealer.
If so
indicated in the prospectus supplement, we will authorize
underwriters, dealers or agents to solicit offers by certain
specified institutions to purchase offered securities from us at
the public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. Such contracts
will be subject to any conditions set forth in the applicable
prospectus supplement and the prospectus supplement will set forth
the commission payable for solicitation of such contracts.
The underwriters and other persons soliciting such contracts
will have no responsibility for the validity or performance of any
such contracts.
Underwriters,
dealers and agents may be entitled, under agreements entered into
with us, to indemnification against and contribution towards
certain civil liabilities, including any liabilities under the
Securities Act.
To
facilitate the offering of securities, certain persons
participating in the offering may engage in transactions that
stabilize, maintain, or otherwise affect the price of the
securities. These may include over-allotment, stabilization,
syndicate short covering transactions and penalty bids.
Over-allotment involves sales in excess of the offering size,
which creates a short position. Stabilizing transactions
involve bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Syndicate
short covering transactions involve purchases of securities in the
open market after the distribution has been completed in order to
cover syndicate short positions. Penalty bids permit the
underwriters to reclaim selling concessions from dealers when the
securities originally sold by the dealers are purchased in covering
transactions to cover syndicate short positions. These
transactions may cause the price of the securities sold in an
offering to be higher than it would otherwise be. These
transactions, if commenced, may be discontinued by the underwriters
at any time.
Any
securities other than our common stock issued hereunder may be new
issues of securities with no established trading market. Any
underwriters or agents to or through whom such securities are sold
for public offering and sale may make a market in such securities,
but such underwriters or agents will not be obligated to do so and
may discontinue any market making at any time without notice.
No assurance can be given as to the liquidity of the trading
market for any such securities. The amount of expenses
expected to be incurred by us in connection with any issuance of
securities will be set forth in the applicable prospectus
supplement. Certain of the underwriters, dealers or agents
and their associates may engage in transactions with, and perform
services for, us and certain of our affiliates in the ordinary
course of business.
During
such time as we may be engaged in a distribution of the securities
covered by this prospectus we are required to comply with
Regulation M promulgated under the Exchange Act. With certain
exceptions, Regulation M precludes us, any affiliated purchasers,
and any broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to
induce any person to bid for or purchase, any security which is the
subject of the distribution until the entire distribution is
complete. Regulation M also restricts bids or purchases made
in order to stabilize the price of a security in connection with
the distribution of that security. All of the foregoing may
affect the marketability of our shares of common
stock.
The
validity and legality of the securities offered hereby and certain
other legal matters will be passed upon for the Company by K&L
Gates LLP, Charlotte, North Carolina.
EXPERTS
RBSM
LLP, independent registered public accounting firm, has audited our
financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2020, which is incorporated by
reference into this prospectus and elsewhere in the registration
statement of which this prospectus is a part. Our financial
statements are incorporated by reference in reliance on RBSM
LLP’s report, given on their authority as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the
“SEC”). You can inspect and copy these reports, proxy
statements and other information at the SEC’s Public
Reference Room at 100 F Street, N.E., Washington, D. C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
the Public Reference Room. The SEC also maintains a web site that
contains reports, proxy and information statements and other
information regarding issuers, such as ENDRA Life Sciences Inc.
(www.sec.gov). Our web site is located at www.endrainc.com. The
information contained on, or that may be obtained from, our website
is not, and shall not be deemed to be, a part of this
prospectus.
We will
provide, upon written or oral request, without charge to you,
including any beneficial owner to whom this prospectus is
delivered, a copy of any or all of the documents incorporated
herein by reference other than the exhibits to those documents,
unless the exhibits are specifically incorporated by reference into
the information that this prospectus incorporates. You should
direct a request for copies to ENDRA Life Sciences Inc., 3600 Green
Court, Suite 350, Ann Arbor, Michigan 48105; Telephone: (734)
335-0468.
INCORPORATION BY REFERENCE
The SEC
allows us to “incorporate by reference” information
from other documents that we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is considered
to be part of this prospectus. Information in this prospectus
supersedes information incorporated by reference that we filed with
the SEC prior to the date of this prospectus.
We
incorporate by reference into this prospectus and the registration
statement of which this prospectus is a part the information or
documents listed below that we have filed with the
SEC:
●
Annual Report on Form 10-K for the fiscal year ended December 31,
2020 filed with the SEC on March 25, 2021;
●
Current Reports on Form 8-K filed with the SEC on February 3, 2021
and February 19, 2021;
●
The information incorporated by reference into our Annual Report on
Form 10-K for the fiscal year ended December 31, 2019 from our
Proxy Statement on Schedule 14A related to our 2020 Annual Meeting
of Stockholders, filed with the SEC on April 29, 2020;
and
●
The description of the Company’s Common Stock contained in
the Company’s Registration Statement on Form 8-A (File No.
001-37969) initially filed with the SEC on December 16, 2016
pursuant to Section 12(g) of the Exchange Act, including any
amendment or reports filed for the purpose of updating such
description.
We also
incorporate by reference any future filings (other than current
reports furnished under Item 2.02 or Item 7.01 of Form 8-K and
exhibits filed on such form that are related to such items unless
such Form 8-K expressly provides to the contrary) made with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
including those made on or after the date of the initial filing of
the registration statement of which this prospectus is a part and
prior to effectiveness of such registration statement, until we
file a post-effective amendment that indicates the termination of
the offering of the Securities made by this prospectus and will
become a part of this prospectus from the date that such documents
are filed with the SEC. Information in such future filings updates
and supplements the information provided in this prospectus. Any
statements in any such future filings will automatically be deemed
to modify and supersede any information in any document we
previously filed with the SEC that is incorporated or deemed to be
incorporated herein by reference to the extent that statements in
the later filed document modify or replace such earlier
statements.
We will
furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, including
exhibits to these documents. You should direct any requests for
documents to ENDRA Life Sciences Inc., 3600 Green Court, Suite 350,
Ann Arbor, Michigan 48105; Telephone: (734) 335-0468. Copies of the
above reports may also be accessed from our web site at
www.endrainc.com. We have
authorized no one to provide you with any information that differs
from that contained in this prospectus. Accordingly, you should not
rely on any information that is not contained in this prospectus.
You should not assume that the information in this prospectus is
accurate as of any date other than the date of the front cover of
this prospectus.
Any
statement contained in a document incorporated or deemed to be
incorporated by reference in this prospectus will be deemed to be
modified or superseded for purposes of this prospectus to the
extent that a statement contained in this prospectus or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference in this prospectus modifies or supersedes
that statement. Any statement that is modified or superseded will
not constitute a part of this prospectus, except as modified or
superseded.
ENDRA Life Sciences Inc.
$50,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Units
PROSPECTUS
,
2021
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following is an itemized statement of expenses of the Company in
connection with the issuance and delivery of the securities being
registered hereby, other than underwriting discounts and
commissions.
SEC registration
fee
|
$5,455
|
Printing
Expenses
|
*
|
NASDAQ Listing
Fees
|
*
|
Trustee Fees and
Expenses
|
*
|
Accounting Fees and
Expenses
|
*
|
Legal Fees and
Expenses
|
*
|
Miscellaneous
|
*
|
Total
|
$5,455
|
* These
fees will be dependent on the types of securities offered and
number of offerings and, therefore, cannot be estimated at this
time.
Item
15. Indemnification of Directors and Officers.
The
following summary is qualified in its entirety by reference to the
complete text of any statutes referred to below and the Fourth
Amended and Restated Certificate of Incorporation of ENDRA Life Sciences Inc., a Delaware
corporation.
Section
145 of the General Corporation Law of the State of Delaware (the
“DGCL”) permits a Delaware corporation to indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of
the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with such action,
suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
the person’s conduct was unlawful.
In the
case of an action by or in the right of the corporation, Section
145 of the DGCL permits a Delaware corporation to indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by reason of
the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys’ fees)
actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith
and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses that the Court of Chancery or such
other court shall deem proper.
Section
145 of the DGCL also permits a Delaware corporation to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any
such capacity, or arising out of such person’s status as
such, whether or not the corporation would have the power to
indemnify such person against such liability under Section 145 of
the DGCL.
Article
NINTH of our Fourth Amended and Restated Certificate of
Incorporation states that our directors shall not be personally
liable to us or to our stockholders for monetary damages for any
breach of fiduciary duty as a director, notwithstanding any
provision of law imposing such liability. Under Section 102(b)(7)
of the DGCL, the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty can be limited or eliminated except (i) for any
breach of the director’s duty of loyalty to the corporation
or its stockholders; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the DGCL (relating to unlawful
payment of dividend or unlawful stock purchase or redemption); or
(iv) for any transaction from which the director derived an
improper personal benefit.
Article
EIGHTH of our Fourth Amended and Restated Certificate of
Incorporation provides that we shall indemnify (and advance
expenses to) our officers and directors to the full extent
permitted by the DGCL.
All of
the Company’s directors and officers are covered by insurance
policies maintained by the Company against specified liabilities
for actions taken in their capacities as such, including
liabilities under the Securities Act. Such insurance also insures
us against losses which we may incur in indemnifying our officers
and directors.
As
permitted by the DGCL, we have entered into indemnification
agreements with each of our directors and executive officers that
require us to indemnify them against various actions including, but
not limited to, third-party actions where such director or
executive officer, by reason of his or her corporate status, is a
party or is threatened to be made a party to an action, or by
reason of anything done or not done by such director in any such
capacity. We indemnify directors and executive officers against all
costs, judgments, penalties, fines, liabilities, amounts paid in
settlement by or on behalf of such directors or executive officers
and for any expenses actually and reasonably incurred by such
directors or executive officers in connection with such action, if
such directors or executive officers acted in good faith and in a
manner they reasonably believed to be in or not opposed to our best
interests, and with respect to any criminal proceeding, had no
reasonable cause to believe their conduct was unlawful. We also
intend to advance to our directors and executive officers expenses
(including attorney’s fees) incurred by or on behalf of such
directors and executive officers in advance of the final
disposition of any action after our receipt of a statement or
statements from directors or executive officers requesting such
payment or payments from time to time, provided that such statement
or statements are preceded or accompanied by a written undertaking,
by or on behalf of such directors or executive officers, to repay
such amount if it shall ultimately be determined that they are not
entitled to be indemnified against such expenses by
us.
The
indemnification agreements also set forth certain procedures that
will apply in the event of a claim for indemnification or
advancement of expenses, including, among others, provisions about
submitting a written request to us that includes such documentation
and information as is reasonably available to the director or
executive officer and is reasonably necessary to determine
entitlement to indemnification and provisions.
Item
16. Exhibits.
|
|
|
|
Incorporated
by Reference
|
Exhibit Number
|
|
Exhibit Description
|
|
Filed Herewith
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
Registration/File No.
|
1.1
|
|
Form of
Underwriting Agreement*
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth
Amended and Restated Certificate of Incorporation of the
Company
|
|
|
|
8-K
|
|
3.2
|
|
05/12/17
|
|
001-37969
|
|
|
Certificate
of Amendment to the Fourth Amended and Restated Certificate of
Incorporation of the Company
|
|
|
|
8-K
|
|
3.1
|
|
06/18/20
|
|
001-37969
|
|
|
Amended
and Restated Bylaws of the Company
|
|
|
|
S-1
|
|
3.4
|
|
11/21/16
|
|
333-214724
|
|
|
Specimen
Certificate representing shares of common stock of the
Registrant
|
|
|
|
S-1
|
|
4.1
|
|
11/21/16
|
|
333-214724
|
|
|
Form of
Senior Secured Convertible Promissory Note
|
|
|
|
8-K
|
|
4.1
|
|
07/02/18
|
|
001-37969
|
|
|
Form of
Common Stock Warrant
|
|
|
|
8-K
|
|
4.2
|
|
07/02/18
|
|
001-37969
|
4.7
|
|
Form of
certificate representing preferred stock*
|
|
|
|
|
|
|
|
|
|
|
4.8
|
|
Form of
certificate of designations for preferred stock*
|
|
|
|
|
|
|
|
|
|
|
|
|
Form of
Indenture relating to the issuance from time to time in one or more
series of debentures, notes, bonds or other evidences of
indebtedness
|
|
X
|
|
|
|
|
|
|
|
|
4.10
|
|
Form of
Senior Debt Security*
|
|
|
|
|
|
|
|
|
|
|
4.11
|
|
Form of
Subordinated Debt Security*
|
|
|
|
|
|
|
|
|
|
|
4.12
|
|
Form of
Warrant*
|
|
|
|
|
|
|
|
|
|
|
4.13
|
|
Form of
Unit Certificate*
|
|
|
|
|
|
|
|
|
|
|
|
|
Opinion
of K&L Gates LLP as to legality of securities being
registered
|
|
X
|
|
|
|
|
|
|
|
|
|
|
Consent
of RBSM LLP, Independent Registered Public Accounting
Firm
|
|
X
|
|
|
|
|
|
|
|
|
|
|
Consent
of K&L Gates LLP (contained in Exhibit 5.1)
|
|
X
|
|
|
|
|
|
|
|
|
|
|
Power
of Attorney (included on signature page)
|
|
X
|
|
|
|
|
|
|
|
|
25.1
|
|
Form
T-1 Statement of Eligibility of Trustee under the Trust Indenture
Act of 1939, as amended**
|
|
|
|
|
|
|
|
|
|
|
* To be
filed, if necessary, with a Current Report on Form 8-K or a
Post-Effective Amendment to the registration
statement.
** To
be filed, if necessary, pursuant to Section 305(b)(2) of the Trust
Indenture Act of 1939.
Item
17. Undertakings.
Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
the registrant, pursuant to the provisions described under
Item 15 or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification by it is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(i)
to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to
reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of a prospectus filed with the SEC pursuant to
Rule 424(b) under the Securities Act if, in the aggregate, the
changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the
effective registration statement); and
(iii) to
include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however,
that subparagraphs (i), (ii) and (iii) do not apply if
the information required to be included in a post-effective
amendment by those subparagraphs is contained in reports filed with
or furnished to the SEC by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, that are incorporated by reference in this
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration, by means of a post-effective amendment,
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act
of 1933 to any purchaser if the registrant is relying on Rule 430B:
(A) each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included
in the registration statement; and (B) each prospectus required to
be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the
securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided, however, that no statement made
in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5)
That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser, if the registrant is subject to Rule
430C, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date
it is first used after effectiveness; provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use
(6)
That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser in the initial distribution of the
securities: the undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to
this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities
to such purchaser: (i) any preliminary prospectus or prospectus of
the undersigned registrant relating to the offering required to be
filed pursuant to Rule 424; (ii) any free writing prospectus
relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant; (iii) the portion of any other free writing prospectus
relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf
of the undersigned registrant; and (iv) any other communication
that is an offer in the offering made by the undersigned registrant
to the purchaser.
(7)
That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(8) That,
for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared
effective.
(9)
That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(10) To
file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the
Act.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Ann Arbor,
State of Michigan, on this 25th day of March 2021.
|
ENDRA
Life Sciences Inc.
/s/ Francois Michelon
Francois
Michelon
Chief
Executive Officer and Director
(Principal
Executive Officer)
|
Each
person whose signature appears below constitutes and appoints
Francois Michelon and Michael Thornton and each of them, his
true and lawful attorney-in-fact and agent, each with full power of
substitution and resubstitution, severally, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney may be executed in
counterparts.
Pursuant
to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Dated:
March 25, 2021
|
/s/ Francois
Michelon
Francois
Michelon
Chief
Executive Officer and Director
(Principal
Executive Officer)
|
Dated:
March 25, 2021
|
/s/ David R.
Wells
David
R. Wells
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
Dated:
March 25, 2021
|
/s/ Louis J.
Basenese
Louis
J. Basenese, Director
|
Dated:
March 25, 2021
|
/s/ Anthony
DiGiandomenico
Anthony
DiGiandomenico, Director
|
|
|
Dated:
March 25, 2021
|
/s/ Michael
Harsh
Michael
Harsh, Director
|
Dated:
March 25, 2021
|
/s/ Alexander
Tokman
Alexander
Tokman, Director
|
ENDRA Life Sciences (NASDAQ:NDRA)
Historical Stock Chart
From Aug 2024 to Sep 2024
ENDRA Life Sciences (NASDAQ:NDRA)
Historical Stock Chart
From Sep 2023 to Sep 2024