ENDRA Life Sciences Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events

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) October 28, 2024

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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):

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Securities registered pursuant to Section 12(b) of the Act:

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 5.07 Submission of Matters to a Vote of Security Holders

ENDRA Life Sciences (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on October 28, 2024. The certified results of the matter voted upon at the Special Meeting, which is more fully described in the definitive proxy statement for the Special Meeting as filed with the Securities and Exchange Commission on September 16, 2024, are as follows:

Proposal 1 – The Company’s stockholders approved amendments to the Company’s Fourth Amended and Restated Certificate of Incorporation effecting reverse stock splits of its common stock at ratios between 1-for-4 and 1-for-35, inclusive, one of which reverse stock split ratios will be chosen, at the discretion of our Board of Directors on or prior to the one-year anniversary of the date of the Special Meeting, and the remainder of which reverse stock split ratios will be abandoned (the “Reverse Stock Split”):

Item 8.01 Other Events.

Following the Special Meeting, the Board of Directors approved a ratio of 1-for-35 for the Reverse Stock Split.

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.