SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ENDRA Life Sciences Inc. [ NDRA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/28/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Promissory Note | (1) | 06/28/2018 | A | $50,000 | (2) | 12/31/2018 | Common Stock | 24,802(3) | $50,000 | $50,000 | D | ||||
| Warrants | $2.52 | 06/28/2018 | A | 12,401 | 12/28/2018 | 06/28/2021 | Common Stock | 12,401 | $0.00(4) | 12,401 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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). |
| 4. The Warrants were issued for no additional consideration in connection with the offer and sale of the Note. |
| Remarks: |
| /s/ Michael M. Thornton by Mark Busch, attorney-in-fact | 07/02/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||