Current Report Filing (8-k)
June 15 2021 - 9:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported) June 9, 2021
ENDRA Life Sciences Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-37969
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26-0579295
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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3600
Green Court, Suite 350 Ann Arbor, MI
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48105
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(734)
335-0468
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(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
stock, par value $0.0001 per share
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NDRA
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The
Nasdaq Stock Market LLC
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Warrants,
each to purchase one share of Common Stock
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NDRAW
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers
On June
9, 2021, David Wells notified ENDRA Life Sciences Inc.
(“ENDRA” or the “Company”) of his
resignation as the Company’s Chief Financial Officer,
effective June 18, 2021. Mr. Wells’ resignation is not in
connection with any disagreement relating to the Company’s
operations, policies, or practices. Mr. Wells may provide
consulting services to the Company after his departure date, as
desired and agreed to between Mr. Wells and Company management, in
order to assist with the transitional matters.
On June
11, 2021, the Company’s Board of Directors appointed Irina
Pestrikova as Senior Director, Finance, effective upon Mr.
Wells’ resignation. Ms. Pestrikova will serve as the
Company’s principal financial officer in such
role.
Ms.
Pestrikova, age 35, has been the Director of Operations of Wells
Compliance Group, a technology-based
services firm supporting the financial reporting needs of
small-cap, privately held, and publicly traded companies, of
which Mr. Wells is the founder, since 2014. In her role as Director of Operations,
Ms. Pestrikova has provided accounting and bookkeeping services to
a number of public companies, including ENDRA. Ms. Pestrikova has
also been the Director of Finance & Operations of Atlas
Bookkeeping, Inc., a provider of financial reporting, modeling and
analysis, since 2020. She holds an MBA in Finance from Pepperdine
University.
In
connection with her appointment, Ms. Pestrikova will receive 75,000
stock options vesting in three equal annual installments. She will
receive an annual salary of $160,000.
There
are no family relationships between Ms. Pestrikova and any director
or executive officer of the Company, and she has no direct or
indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
The
Company announced the appointment of Ms. Pestrikova on June 15,
2021 in a press release, which is attached hereto as Exhibit 99.1
and is incorporated herein by reference in its
entirety.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
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Description
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Press
Release dated June 15, 2021, furnished herewith.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ENDRA Life Sciences Inc.
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June
15, 2021
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By:
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/s/
Francois Michelon
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Name:
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Francois
Michelon
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Title:
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President
and Chief Executive Officer
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