ENDRA Life Sciences Inc. — Director's Dealing 2018

Jul 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ENDRA Life Sciences Inc. (NDRA)
CIK: 0001681682
Period of Report: 2018-06-28

Reporting Person: Wells David R. (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-28	Convertible Promissory Note	$	A		Acquired	2018-12-31	Common Stock (4961)	Indirect
2018-06-28	Warrants	$2.52	A	2480	Acquired	2021-06-28	Common Stock (2480)	Indirect

Footnotes

F1: The Convertible Promissory Note (the "Note") is convertible into the Issuer's common stock at a conversion price equal to the lesser of (a) the lowest per share price at which common stock is sold by the Issuer in a sale resulting in aggregate gross cash proceeds of at least $7.0 million (a "Qualified Financing"), less a discount of 20%, or (b) $2.016, but in any event no less than a conversion price floor of $1.40, which conversion price is subject to adjustment in certain circumstances in accordance with the terms of the Note.

F2: The principal amount of the Note will automatically convert into shares of the Issuer's common stock (i) upon the consummation of a Qualified Financing or (ii) if the holders of a majority of the aggregate principal amount of outstanding Convertible Promissory Notes elect to convert such notes at any time until three days prior to a Qualified Financing. Additionally, the reporting person is entitled to convert the principal amount of the Note into common stock (i) at any time until three days prior to the consummation of a Qualified Financing or (ii) if a material Event of Default (as defined in the Note) shall have occurred and be continuing. In each case, conversion is subject to the terms and provisions of the Note.

F3: The number of shares of common stock shown in Column 7 assumes a conversion price of $2.016, which is subject to adjustment in certain circumstances (see Footnote 1).

F4: The Warrants were issued for no additional consideration in connection with the offer and sale of the Note.