Registrant's
telephone number, including area code
(734)
335-0468
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name of
each exchange on which registered
Common
stock, par value $0.0001 per share
NDRA
The
Nasdaq Stock Market LLC
Warrants,
each to purchase one shares of Common Stock
NDRAW
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☑
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
On June17, 2020, ENDRA Life Sciences Inc. (the “Company”)
filed a Certificate of Amendment (the “Certificate of
Amendment”) to its Fourth Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware
effecting an amendment to increase the number of authorized shares
of the Company’s common stock from 50,000,000 shares to
80,000,000 shares. The Certificate of Amendment was approved by the
Company’s stockholders at the Annual Meeting (as defined
below).
The
foregoing description of the Certificate of Amendment does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Certificate of Amendment, a copy
of which is filed herewith as Exhibit 3.1 and incorporated herein
by reference.
Item
5.07.
Submission
of Matters to a Vote of Security Holders.
The
Company held its 2020 Annual Meeting of Stockholders (the
“Annual Meeting”) on June 16, 2020. The certified
results of the matters voted upon at the meeting, which are more
fully described in the Proxy Statement for the 2020 Annual Meeting
of Stockholders of the Company as filed with the Securities and
Exchange Commission on April 29, 2020, are as follows:
Proposal 1 – The Company’s stockholders elected
the six directors nominated by the Company’s Board of
Directors to serve until the next annual meeting of stockholders
and the election of their successors:
For
Withheld
Francois
Michelon
8,986,870
242,848
Louis
J. Basenese
9,158,942
70,776
Anthony
DiGiandomenico
8,639,705
590,013
Dr.
Sanjiv Sam Gambhir
8,642,675
587,043
Michael
Harsh
8,636,265
593,453
Alexander
Tokman
8,696,356
533,362
Proposal 2 – The Company’s stockholders approved
the Certificate of Amendment increasing the number of authorized
shares of common stock from 50,000,000 shares to 80,000,000
shares.
For
Against
Abstain
8,682,700
521,565
25,453
Proposal 3 – The Company’s stockholders ratified
the appointment of RBSM LLP by the Audit Committee of the Board of
Directors as the Company’s independent registered public
accounting firm for the fiscal year ending December 31,2020:
For
Against
Abstain
9,078,046
85,483
66,189
There
were no broker non-votes on these proposals.
Certificate
of Amendment to the Fourth Amended and Restated Certificate of
Incorporation of the Company.
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.