ENDRA LIFE SCIENCES INC.
10-Ks and 10-Qs
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Consent Solicitation Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
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☐
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Preliminary
Proxy Statement
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☐
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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☒
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Definitive
Proxy Statement
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☐
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Definitive
Additional Materials
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☐
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Soliciting
Material Pursuant to Rule 14a-12
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ENDRA
LIFE SCIENCES INC.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒
No
fee required.
☐
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1)
Title of each
class of securities to which transaction applies:
N/A
(2)
Aggregate
number of securities to which transaction applies:
N/A
(3)
Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
(4)
Proposed maximum aggregate value of
transaction:
(5)
Total
fee paid: N/A
☐
Fee
paid previously with preliminary materials.
☐
Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1)
Amount
Previously Paid: N/A
(2)
Form, Schedule
or Registration Statement No.: N/A
(3)
Filing Party: N/A
(4)
Date Filed:
N/A
3600 Green Court, Suite 350
Ann Arbor, Michigan 48105
August
3,
2020
NOTICE OF CONSENT SOLICITATION
Dear
Stockholder:
The
Board of Directors of ENDRA Life Sciences Inc., a Delaware
corporation (the “Company,” “we,”
“us” or “our”), is providing you the
accompanying consent solicitation statement on Schedule 14A (the
“Consent Solicitation Statement”) in order to obtain
from the Company’s stockholders written consents approving
the potential issuance of shares of the Company’s common
stock, par value $0.0001 per share (“Common Stock”),
upon the exercise of certain outstanding warrants in the event of a
reduction in the exercise price of such warrants, in compliance
with Nasdaq Stock Market Rule 5635(d). Such approval by the
stockholders is herein referred to as the “Action.” The
Action is described in more detail in the accompanying Consent
Solicitation Statement.
We
have established the close of business on July 7, 2020 as the
record date for determining stockholders entitled to submit written
consents.
For the Action to
be approved, a majority of the votes submitted by written consent
that are "FOR" approval of the Action must exceed the number of
votes submitted by written consents that withhold consent to the
Action and that abstain from voting on the
Action.
The
Company’s Board of Directors recommends that all stockholders
consent to the Action by marking the box entitled “FOR”
and submitting to the Company the Action by Written Consent form,
which is attached as
Annex
A
to the Consent Solicitation Statement.
To be counted, your properly completed and
executed Action by Written Consent form must be received by the
Company on or before 5:00 p.m. Eastern Time on August 13, 2020 (the
“Expiration Date”), subject to early termination or
extension of the Expiration Date at the Company’s
discretion.
The
Consent Solicitation Statement is being sent on or about August 3,
2020 to stockholders of record of the Company’s capital stock
as of July 7, 2020. The date of the accompanying Consent
Solicitation Statement is August 3, 2020.
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Very
truly yours,
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/s/
David Wells
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David
Wells
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Chief
Financial Officer and Secretary
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ENDRA Life Sciences Inc.
3600 Green Court, Suite 350
Ann Arbor, Michigan 48105
CONSENT SOLICITATION STATEMENT
This
Consent Solicitation Statement is being furnished in connection
with the solicitation of written consents (the “Consent
Solicitation”) of the stockholders of ENDRA Life Sciences
Inc. (the “Company,” “we,”
“our,” or “us”) approving the potential
issuance of shares of the Company’s common stock, par value
$0.0001 per share (“Common Stock”), upon the exercise
of (i) warrants exercisable for an aggregate of 283,337 shares of
Common Stock at an original exercise price of $2.52 per share,
issued on June 28, 2018 (the “June 2018 Warrants”),
(ii) warrants exercisable for an aggregate of 1,910,540 shares of
Common Stock at an
original
exercise price of $1.49 per share, issued on July 26, 2019 (the
“July 2019 Warrants”), (iii) warrants exercisable for
an aggregate of 8,517,831 shares of Common Stock at an
original
exercise price of $0.87 per share, issued on December 11, 2019 (the
“Series A Warrants”), and (iv) warrants exercisable for
an aggregate of 440,527 shares of Common Stock at an
original
exercise price of $0.99 per share, issued on December 23, 2019 (the
“Series B Warrants” and collectively with the June 2018
Warrants, the July 2019 Warrants and the Series A Warrants, the
“Warrants”), at reduced exercise prices, in compliance
with Nasdaq Stock Market Rule 5635(d). Such approval by the
stockholders is herein referred to as the “Action.”
As
described below, certain holders of such Warrants have indicated
that they would be willing to exercise their Warrants at reduced
exercise prices and the Company is seeking stockholder approval to
enable the Company to agree to the exercise of the Warrants at
reduced exercise prices, provided in no event will the reduced
exercise price for any such exercise be less than $0.70 per
share.
Our
Board of Directors (the “Board”) unanimously approved
and authorized the Action on July 7, 2020 and recommends that
stockholders consent to the Action.
The
Company has decided to seek the written consent of stockholders
through a consent solicitation process rather than holding a
special meeting of stockholders in order to expedite the approval
process and to eliminate the costs and management time involved in
holding a special meeting. Approval of the Action will facilitate
the exercise of the Warrants, resulting in proceeds to the Company,
which the Company may use for working capital and general corporate
purposes.
Voting
materials, which include this Consent Solicitation Statement and an
Action by Written Consent form (attached hereto as
Annex A
), are being mailed to
stockholders of record on or about August 3, 2020. Our Board set
the close of business on July 7, 2020 as the record date for the
determination of stockholders entitled to act with respect to the
Consent Solicitation (the “Record Date”).
Final
results of this Consent Solicitation are expected to be published
in a Current Report on Form 8-K by the Company and posted on
its website in satisfaction of the notice requirement under Section
228 of the Delaware General Corporation Law
(“DGCL”).
Important
notice regarding the availability of voting materials for the
Action:
This
Consent Solicitation Statement and the Action by Written Consent
form are also available on the Internet at the following address:
investors.endrainc.com/NDRA/sec_filings.
1
Stockholders who wish to consent must deliver
their properly completed and executed Action by Written Consent
form to the Company by mail, facsimile or email so that it is
received on or before 5:00 p.m. Eastern Time on August 13,
2020 (the “Expiration Date”).
The Company
reserves the right (but is not obligated), in its sole discretion
and subject to applicable law, at any time prior to the Expiration
Date to (i) terminate the Consent Solicitation for any reason,
including if the consent of stockholders holding a majority of
voting power of the Company’s outstanding shares of stock has
been received; or (ii) amend the terms of the Consent Solicitation
(including to extend the Expiration Date). The Company reserves the
right (but is not obligated) to accept any written consent received
by any other reasonable means or in any form that reasonably
evidences the giving of consent to the approval of the
Action.
The
entire cost of furnishing this Consent Solicitation Statement will
be borne by the Company. We will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward
this Consent Solicitation Statement to the beneficial owners of our
voting securities held of record by them, and we will reimburse
such persons for out-of-pocket expenses incurred in forwarding such
material.
Our
executive offices are located at 3600 Green Court, Suite 350, Ann
Arbor, Michigan 48105 and our telephone number is (734)
335-0468.
VOTES REQUIRED; MANNER OF APPROVAL
For the Action to
be approved, a majority of the votes submitted by written consent
that are "FOR" approval of the Action must exceed the number of
votes submitted by written consents that withhold consent to the
Action and that abstain from voting on the Action
. Shares of
the Company’s Series A Convertible Preferred Stock
(“Series A Preferred Stock”) and shares of the
Company’s Series B Convertible Preferred Stock (“Series
B Preferred Stock” and, together with Series A Preferred
Stock, “Preferred Stock”) entitled to vote on the
Action vote together with Common Stock. Each share of Common Stock
is entitled to one vote. Each share of Series A Preferred Stock is
entitled to approximately 1,190 votes. Each share of Series B
Preferred Stock is entitled to approximately 1,045 votes. As of the
Record Date, there were outstanding 16,371,169 shares of Common
Stock entitled to 16,371,169 votes, 896.292 shares of Series A
Preferred Stock entitled to approximately 1,066,587 votes, and
112.895 shares of Series B Preferred Stock entitled to
approximately 117,862 votes.
If your
shares are held in a brokerage account in your broker’s name
(“street name”), you have the right to direct your
broker or nominee to consent or withhold consent with regard to the
Action. You should follow the instructions provided by your broker
or nominee. You may complete and mail an instruction card to your
broker or nominee or, if your broker allows, submit voting
instructions to your broker by telephone or the internet. If you
provide specific voting instructions by mail, telephone or the
internet, your broker or nominee will vote your shares as you have
directed. If you do not provide voting instructions to your broker
or nominee, your broker or nominee may not use its discretion to
consent or withhold consent with regard to the Action.
The
Company’s Board of Directors recommends that all stockholders
consent to the Action by marking the box entitled “FOR”
and submitting to the Company an executed Action by Written Consent
form, which is attached as
Annex A
to this Consent
Solicitation Statement, by mail, facsimile or email so that it is
received on or before 5:00 p.m. Eastern Time on the Expiration
Date. If you sign and send in an Action by Written Consent form but
do not indicate how you want to vote as to the Action, your consent
form will be treated as a consent “FOR” the
Action.
2
CONSENT IS IRREVOCABLE
Executed written
consents delivered to the Company before the effective date of the
Action shall not be revocable; however, written consents delivered
to the Company prior to the date the definitive Consent
Solicitation Statement is sent to our stockholders will be
disregarded.
PROPOSED ACTION:
APPROVAL OF THE ISSUANCE OF GREATER THAN 19.99% OF OUTSTANDING
SHARES OF COMMON STOCK UPON THE EXERCISE OF OUTSTANDING WARRANTS
FOR A REDUCED EXERCISED PRICE
Upon
recommendation of the Board, stockholders of the Company are being
asked to execute written consents approving 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) (“Rule
5635(d)”).
Background and Reasons for Seeking Stockholder
Approval
Certain
holders of the Company’s Warrants have indicated that they
are willing to exercise their respective Warrants at reduced
exercise prices and the Board has approved the Company’s
partially waiving the exercise prices of the Warrants to provide
for such reduced exercised prices. The reduced per-share exercise
prices resulting from such partial waivers will be agreed upon
between the Company and each Warrant holder and therefore may vary,
but in no event will be less than $0.70. By partially waiving the
exercise prices of certain Warrants (the “Reduced Exercise
Price Warrants”), the effective exercise price per share of
Common Stock may be less than the then-current market value of the
shares of Common Stock for which such Reduced Exercise Price
Warrants are exercisable. Rule 5635(d) requires stockholder
approval prior to the issuance of common stock which equals 20% or
more of a company's common stock outstanding before the issuance,
where such issuance is at a price lower than the “Minimum
Price,” as defined in Rule 5635(d). The Company is therefore
seeking stockholder approval to issue an aggregate number of shares
of Common Stock upon the exercise of Reduced Exercise Price
Warrants that is greater than 19.99% of the number of shares of
Common Stock outstanding prior to the exercise of any Reduced
Exercise Price Warrant (the “Maximum Issuance
Amount”).
Warrants that may
be Reduced Exercise Price Warrants include (i) the June 2018
Warrants, which were intially exercisable for an aggregate of
283,337 shares of Common Stock at an original exercise price of
$2.52 per share, (ii) the July 2019 Warrants, which were initially
exercisable for an aggregate of 1,910,540 shares of Common Stock at
an
original
exercise price of $1.49 per share, (iii) the Series A Warrants,
which are exercisable for an aggregate of 8,517,831 shares of
Common Stock at an
original
exercise price of $0.87 per share, and (iv) the Series B Warrants,
which were initially exercisable for an aggregate of 440,527 shares
of Common Stock at an
original
exercise price of $0.99 per share. Certain of the Company’s
directors and officers own Warrants; however, none of such Warrants
will be included in those exercised at reduced exercise
prices.
The
Company would greatly benefit from the receipt of proceeds from the
exercise of the Reduced Exercise Price Warrants in excess of the
Maximum Issuance Amount, which would not likely be exercised
without such a reduced exercise price. These proceeds would enable
the Company to proceed with the commercialization of its
Thermo-Acoustic Enhanced UltraSound (“TAEUS”)
technology, although it will need to raise additional capital in
order to finance the full commercialization of the first TAEUS
application, as described further in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31,
2019.
Consequences if Stockholder Approval is Not Obtained
If
the Action is not approved, the Company may not issue any shares
upon the exercise of Reduced Exercise Price Warrants that exceed,
in the aggregate, the Maximum Issuance Amount. If the Maximum
Issuance Amount of shares of Common Stock is issued upon the
exercise of Reduced Exercise Price Warrants and the Action is not
approved, holders of unexercised Warrants may still exercise their
Warrants pursuant to their terms at the exercise price set forth in
such Warrants.
As of July 22,
2020, the Company had partially waived the exercise prices of
Reduced Exercise Price Warrants exercisble for an aggregate of
approximately 3.1 million shares of Common Stock for gross proceeds
of approximately $2.2 million. Since the Maximum Issuance Amount is
approximately 3.3 million shares of Common Stock, the Company will
not be able to issue a significant additional number of shares of
Common Stock upon the exercise of Reduced Exercise Price Warrants
unless and until the Action is approved.
Voting Exclusion Statement
Pursuant to Nasdaq
Stock Market Rule 5635 and IM-5635-2, “
Interpretative Material Regarding the Use of
Shares Caps to Comply with Rule 5635
,” shares of
Common Stock issued upon the exercise of Reduced Exercise Price
Warrants prior to the Maximum Issuance Amount having been reached
are not entitled to vote to approve the Action; however, no such
shares were outstanding as of the Record Date.
Effective Date of the Action; Required Consent
The
Action will become effective on the earlier of: (i) the Expiration
Date, provided that, at such time, a majority of the votes
submitted by written consent that are "FOR" approval of the Action
exceed the number of votes submitted by written consents that
withhold consent to the Action and that abstain from voting on the
Action, and (ii) such time as the Company has received written
consents signed by the holders of a majority of the voting power of
outstanding stock entitled to vote thereon as of the Record
Date.
Board Recommendation
The
Board recommends that stockholders consent to the issuance of
greater than 19.99% of outstanding shares of Common Stock upon the
exercise of certain outstanding warrants for a reduced exercise
price by marking the box entitled “FOR” and submitting
to the Company the Action by Written Consent form, which is
attached as
Annex A
to this Consent Solicitation Statement.
3
NO DISSENTERS’ RIGHTS
No
dissenters’ or appraisal rights are available to the
Company's stockholders as of the Record Date under the DGCL, the
Certificate of Incorporation or the amended and restated bylaws of
the Company in connection with the Action.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
Except
as disclosed elsewhere in this Consent Solicitation Statement, no
officer or director or any associate of such person has any
substantial interest in the matters acted upon by our Board and
stockholders, other than his or her role as a stockholder, officer
or director. Certain of the Company’s directors and officers
own Warrants; however, none of such Warrants will be included in
those exercised at reduced exercise prices.
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.
4
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
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Name of Beneficial Owner
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Shares of Common
Stock Beneficially Owned
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Percentage of Common
Stock Beneficially Owned
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Directors and Executive Officers
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Francois
Michelon
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390,162
(1)
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2.3
%
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Michael
Thornton
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539,568
(2)
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3.2
%
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David
Wells
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148,617
(3)
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*
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Louis
Basenese
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71,344
(4)
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*
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Anthony
DiGiandomenico
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442,011
(5)
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2.7
%
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Michael
Harsh
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86,827
(6)
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*
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Alexander
Tokman
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54,110
(7)
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*
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All
directors and executive officers as a group (8
persons)
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1,661,294
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9.6
%
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5% Stockholders
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Catalytic Opportunity LLC
(8)
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1,798,830
(9)
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10.0
%
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David Dodd
(10)
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1,302,235
(11)
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7.7
%
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__________
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*
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Less
than one percent.
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(1)
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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.
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(2)
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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.
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(3)
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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
.
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(4)
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Consists
of shares of common stock.
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(5)
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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.
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(6)
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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.
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(7)
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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.
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(8)
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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.
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(9)
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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.
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(10)
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Mr. Dodd’s address is P.O. Box 611, Chelsea, AL
35043.
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(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.
|
5
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.
|
6
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.
7
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.
8
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
TABLE OF CONTENTS