NDRA ENDRA Life Sciences Inc

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following tables set forth certain information regarding beneficial ownership of our voting stock as of the Record Date by:

  

●       each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of any class of our voting stock;

  

●       each “named executive officer” of the Company, as that term is defined in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 29, 2020;

  

●       each of our directors; and

  

●       all executive officers and directors as a group.

  

Unless otherwise noted below, the address of each person listed on the table is c/o ENDRA Life Sciences Inc. at 3600 Green Court, Suite 350, Ann Arbor, Michigan 48105. To our knowledge, each person listed below has sole voting and investment power over the shares shown as beneficially owned except to the extent jointly owned with spouses or otherwise noted below.

   

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Beneficial ownership is determined in accordance with the rules of the SEC. The information does not necessarily indicate ownership for any other purpose. Under these rules, shares of stock which a person has the right to acquire (i.e., by the exercise of any option or warrant) within 60 days after the Record Date are deemed to be beneficially owned and outstanding for purposes of calculating the number of shares and the percentage beneficially owned by that person. However, these shares are not deemed to be beneficially owned and outstanding for purposes of computing the percentage beneficially owned by any other person. The applicable percentages of stock outstanding as of the Record Date is based upon 16,371,169 shares of Common Stock, 896.292 shares of Series A Preferred Stock and 112.895 shares of Series B Preferred Stock outstanding on that date.

 

Beneficial Ownership of Common Stock

 

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned	Percentage of Common Stock Beneficially Owned
Directors and Executive Officers
Francois Michelon	390,162(1)	2.3%
Michael Thornton	539,568(2)	3.2%
David Wells	148,617(3)	*
Louis Basenese	71,344(4)	*
Anthony DiGiandomenico	442,011(5)	2.7%
Michael Harsh	86,827(6)	*
Alexander Tokman	54,110(7)	*
All directors and executive officers as a group (8 persons)	1,661,294	9.6%
5% Stockholders
Catalytic Opportunity LLC (8)	1,798,830(9)	10.0%
David Dodd (10)	1,302,235(11)	7.7%

__________

*	Less than one percent.

 

(1)	Consists of 82,184 shares of common stock, 303,346 shares of common stock issuable upon the exercise of options that are presently exercisable, and 4,632 shares of common stock issuable upon the exercise of restricted warrants.

 

(2)	Consists of 230,050 shares of common stock, 271,865 shares of common stock issuable upon the exercise of options that are presently exercisable, and 37,652 shares of common stock issuable upon the exercise of restricted warrants.

 

(3)	Consists of 87,086 shares of common stock, 54,000 shares of common stock issuable upon the exercise of options that are presently exercisable, and 7,531 shares of common stock issuable upon the exercise of restricted warrants.

 

(4)	Consists of shares of common stock.

 

(5)	Consists of 353,441 shares of common stock, 39,824 shares of common stock issuable upon the exercise of options that are presently exercisable and 48,746 shares of common stock issuable upon the exercise of restricted warrants.

 

(6)	Consists of 48,746 shares of common stock, 40,099 shares of common stock issuable upon the exercise of options that are presently exercisable, and 6,056 shares of common stock issuable upon the exercise of restricted warrants.

 

(7)	Consists of 14,286 shares of common stock and 39,824 shares of common stock issuable upon the exercise of options that are presently exercisable.

 

(8)

Row includes securities held by Catalytic Opportunity LLC Series A (“Catalytic A”) and Catalytic Opportunity LLC Series A-1 (“Catalytic A-1” and, together with Catalytic A, “Catalytic”). Joseph Giamichael is the sole member of each of Catalytic A and Catalytic A-1 and has voting and investment power with respect to the securities owned by each such entity. Mr. Giamichael disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The business address of Catalytic A and Catalytic A-1 is 203 Burkdale Court, New Hope, PA 18938.

 

(9)

Consists of shares of common stock, shares of common stock issuable upon the conversion of Series A Preferred Stock and upon the exercise of warrants. 652,296 shares of common stock, 327.889 shares of Series A Preferred Stock and warrants exercisable for 804,020 shares of common stock are held by Catalytic A and 858,340 shares of common stock, 371.608 shares of Series A Preferred Stock and warrants exercisable for 1,510,636 shares of common stock are held by Catalytic A-1. As a result of the application of a beneficial ownership cap in the Series A Preferred Stock and the warrants issued to Catalytic in our December 2019 private placement, the table above does not include an aggregate of 2,804,892 shares of common stock issuable upon the conversion of Series A Preferred Stock and the exercise of warrants. Catalytic is not permitted to convert the shares of Series A Preferred Stock or exercise the warrants to the extent that such conversion or exercise would result in Catalytic and its affiliates beneficially owning more than 9.99% of the number of shares of our common stock outstanding immediately after giving effect to such conversion or exercise, as applicable.

 

(10)	Mr. Dodd’s address is P.O. Box 611, Chelsea, AL 35043.

 

(11)	Consists of 868,200 shares of common stock, 117,862 shares of common stock issuable upon the conversion of Series B Preferred Stock and 316,437 shares of common stock issuable upon the exercise of warrants.

 

 

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Beneficial Ownership of Series A Preferred Stock

 

Name of Beneficial Owner	Shares of Series A Preferred Stock Beneficially Owned	Percentage of Series A Preferred Stock Beneficially Owned
Directors and Executive Officers
Francois Michelon	-	*
Michael Thornton	-	*
David Wells	-	*
Louis Basenese	-	*
Michael Harsh	-	*
Alexander Tokman	-	*
Anthony DiGiandomenico	-	*
All directors and executive officers as a group (8 persons)	-	*
5% Stockholders
Catalytic Opportunity LLC (1)	699.499(2)	78.0%

__________

*	Less than one percent.

 

(1)	See footnote (8) to the common stock beneficial ownership table for the address and beneficial ownership information with respect to Catalytic Opportunity LLC.

 

(2)	Consists of 327.889 shares of Series A Preferred Stock held by Catalytic A and 371.608 shares of Series A Preferred Stock held by Catalytic A-1.

 

Beneficial Ownership of Series B Preferred Stock

 

Name of Beneficial Owner	Shares of Series B Preferred Stock Beneficially Owned	Percentage of Series B Preferred Stock Beneficially Owned
Directors and Executive Officers
Francois Michelon	-	*
Michael Thornton	-	*
David Wells	-	*
Louis Basenese	-	*
Michael Harsh	-	*
Alexander Tokman	-	*
Anthony DiGiandomenico	-	*
All directors and executive officers as a group (8 persons)	-	*
5% Stockholders
David Dodd (1)	112.895	100.0%

__________

*	Less than one percent.

 

(1)	See footnote (10) to the common stock beneficial ownership table for the address and beneficial ownership information with respect to Mr. Dodd. Row includes shares held indirectly through an IRA.

 

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WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION

 

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can read our SEC filings, including the Consent Solicitation Statement, at the SEC’s website at www.sec.gov.

 

You may read and copy this information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington D.C. 20549, at prescribed rates. You may obtain information regarding the operation of the public reference room by calling the SEC at 1-800-SEC-0330.

  

The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

  

Our website can be accessed 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 Consent Solicitation Statement.

  

INCORPORATION OF CERTAIN INFORMATION 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 Information Statement. Information in this Information Statement supersedes information incorporated by reference that we filed with the SEC prior to the date of this Information Statement.

  

We incorporate by reference into this Information Statement the information or documents listed below that we have filed with the SEC:

 

●

our annual report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 26, 2020;

 

●

the information specifically incorporated by reference into our annual report on Form 10-K for the fiscal year ended December 31, 2019 from our definitive proxy statement on Schedule 14A filed with the SEC on April 29, 2020;

  

●

our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2020 filed with the SEC on May 14, 2020;

 

●

our Current Reports on Form 8-K filed with the SEC on January 15, 2020, March 27, 2020, April 13, 2020, April 27, 2020, June 18, 2020 and July 22, 2020;

 

●

the description of our Common Stock contained in our Registration Statement on Form 8-A (File No. 001-37969) filed with the SEC on December 16, 2016, including any amendment or reports filed for the purpose of updating such description.

   

We undertake to provide without charge to each person to whom a copy of this Consent Solicitation Statement has been delivered, upon written or oral request, by first class mail or other equally prompt means and within one business day of receipt of such request, a copy of any or all of the documents incorporated by reference in this Consent Solicitation Statement, other than the exhibits to these documents (unless the exhibits are specifically incorporated by reference into the information that this Consent Solicitation Statement incorporates). You may obtain documents incorporated by reference by requesting them in writing or by telephone at the following address and telephone number: 3600 Green Court, Suite 350, Ann Arbor, MI 48105, or (734) 335-0468. 

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER

INFORMATION CONTAINED IN THIS CONSENT SOLICITATION STATEMENT

 

Certain information set forth in this Consent Solicitation Statement and documents incorporated herein by reference may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, 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,” “could,” “would,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate” “strategy,” “future,” “likely” or other comparable terms and references to future periods. All statements other than statements of historical facts included in this Consent Solicitation Statement and documents incorporated herein by reference 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 the filing of the Certificate of Amendment and the potential uses of the increased number of authorized shares of Common Stock resulting from such action.

  

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 of our control. Our actual results and financial condition may differ materially from those indicated 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 those described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

   

Any forward-looking statement made by us in this Consent Solicitation Statement or any document incorporated herein by reference is based only on information currently available to us and speaks only as of the date on which it is made. 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, except as may be required under applicable law. We anticipate that subsequent events and developments will cause our views to change. You should read this Consent Solicitation Statement completely and with the understanding that our actual future results may be materially different from what we expect. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

FUTURE PROPOSALS OF STOCKHOLDERS

 

Requirements for Stockholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials. Stockholder proposals to be considered for inclusion in the proxy statement and form of proxy relating to the 2021 annual meeting of stockholders must be received by December 30, 2020. In addition, all proposals will need to comply with Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals must be delivered to the Company’s Secretary at 3600 Green Court, Suite 350, Ann Arbor, Michigan 48105.

 

Requirements for Stockholder Proposals to Be Brought Before the 2021 Annual Meeting of Stockholders. Notice of any director nomination or other proposal that you intend to present at the 2021 annual meeting of stockholders, but do not intend to have included in the proxy statement and form of proxy relating to the 2021 annual meeting of stockholders, must be delivered to the Company’s Secretary at 3600 Green Court, Suite 350, Ann Arbor, Michigan 48105, not earlier than the close of business on February 16, 2021 and not later than the close of business on March 18, 2021. In addition, your notice must set forth the information required by our bylaws with respect to each director nomination or other proposal that you intend to present at the 2021 annual meeting of stockholders.

  

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ANNEX A

 

IRREVOCABLE ACTION BY WRITTEN CONSENT

OF THE STOCKHOLDERS OF

ENDRA LIFE SCIENCES INC.

 

This written consent is solicited by the Board of Directors of ENDRA Life Sciences Inc. The undersigned hereby revokes any consent or consents heretofore given. This consent may not be revoked. 

 

The undersigned, being a stockholder of ENDRA Life Sciences Inc., a Delaware corporation (the “Company”), as of July 7, 2020, acknowledges receipt of the Notice of Consent Solicitation dated August 3, 2020 and Consent Solicitation Statement (collectively, the “Consent Solicitation Statement”) and hereby consents (by checking the FOR box) or withholds consent (by checking the AGAINST or ABSTAIN box) to the approval of the potential issuance of an aggregate number of shares of Common Stock upon the exercise of certain Warrants greater than 19.99% of the number of shares of Common Stock outstanding prior to any such issuance in compliance with Nasdaq Stock Market Rule 5635(d) as follows:

 

☐ CONSENT (“FOR”)

☐ CONSENT WITHHELD (“AGAINST”)

☐ ABSTAIN

 

By signing and returning this Action by Written Consent form, the undersigned stockholder will be deemed to have voted all shares of capital stock owned by the undersigned in the manner directed above with respect to the proposed issuance. If the undersigned stockholder signs and returns this consent but does not check a box, the undersigned will be deemed to have consented FOR approval of the proposal.

 

Please execute this written consent as your name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.

 

Signature [Please sign within the box]	Date

 

Signature [Please sign within the box]	Date

A-1