ENDRA Life Sciences Inc. — Board/Management Information 2021

Jun 15, 2021

8-K 1 ndra_8k.htm CURRENT REPORT Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2021 Issuer Direct Corporation ndra_8k

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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	001-37969	26-0579295
(State
or other jurisdiction of incorporation)	(Commission
File Number)	(IRS
Employer Identification No.)

| 3600
Green Court, Suite 350 Ann Arbor, MI | 48105 |
| --- | --- |
| (Address
of principal executive offices) | (Zip
Code) |
| 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 share 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. ☐

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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.	Description
99.1	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.

June
15, 2021
By:	/s/
Francois Michelon
Name:	Francois
Michelon
Title:	President
and Chief Executive Officer

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