ENDRA Life Sciences Announces Reverse Stock Split
August 16 2024 - 7:00AM
Business Wire
Shares Expected to Begin Trading on
Split-Adjusted Basis on August 20, 2024
ENDRA Life Sciences Inc. (“ENDRA”) (NASDAQ: NDRA), a pioneer of
Thermo Acoustic Enhanced UltraSound (TAEUS®), today announced that
it will implement a 1-for-50 reverse stock split of the issued
shares of its common stock (the “Reverse Stock Split”), effective
at 12:01 a.m. Eastern time on August 20, 2024. The Company’s common
stock is expected to begin trading on a split-adjusted basis when
the market opens on Tuesday, August 20, 2024, and will continue to
trade on The Nasdaq Capital Market under the symbol “NDRA.” The new
CUSIP number for the common stock will be 29273B 401.
The Reverse Stock Split is intended to increase the bid price of
the common stock to enable the Company to regain compliance with
the minimum bid price requirement for continued listing on The
Nasdaq Capital Market. The Company’s stockholders authorized the
reverse stock split at the Company’s annual meeting of stockholders
held on August 6, 2024, with the final ratio subsequently
determined by the Company’s Board of Directors.
As a result of the Reverse Stock Split, every 50 shares of the
company’s pre-split common stock issued and outstanding will be
automatically reclassified into one new share of the Company’s
common stock. This will reduce the number of shares outstanding
from approximately 72.4 million shares to approximately 1.4 million
shares and the number of authorized shares of the Company’s common
stock from 1,000,000,000 to 20,000,000. Stockholders who would
otherwise be entitled to receive a fractional share will instead
automatically have their fractional interests rounded up to the
next whole share, after aggregating all the fractional interests of
a holder resulting from the Reverse Stock Split. Proportionate
adjustments will be made to the exercise prices and the number of
shares underlying the Company’s equity plans, as applicable. The
Reverse Stock Split will not affect the par value of the common
stock.
The combination of, and reduction in, the issued shares of
common stock as a result of the Reverse Stock Split will occur
automatically at the effective time of the reverse stock split
without any additional action on the part of the Company’s
stockholders. The Company’s transfer agent, VStock Transfer, LLC,
is acting as the exchange agent for the Reverse Stock Split and
will send stockholders of record holding their shares
electronically in book-entry form a transaction notice indicating
the number of shares of common stock held after the Reverse Stock
Split. Stockholders who hold their shares through a broker, bank,
or other nominee will have their positions adjusted to reflect the
reverse stock split, subject to their broker, bank, or other
nominee’s particular processes, and are not expected to be required
to take any action in connection with the Reverse Stock Split.
Additional information regarding the Reverse Stock Split can be
found in the Company’s definitive proxy statement for the annual
meeting of stockholders of the Company held on August 6, 2024,
which was filed with the U.S. Securities and Exchange Commission on
June 25, 2024, a copy of which is available at www.sec.gov and on
the Company’s website.
About ENDRA Life Sciences Inc.
ENDRA Life Sciences is the pioneer of Thermo Acoustic Enhanced
UltraSound (TAEUS®), a ground-breaking technology that
characterizes tissue similar to an MRI, but at 1/40th the cost and
at the point of patient care. TAEUS® is designed to work in concert
with the more than 700,000 ultrasound systems in use globally
today. TAEUS® is initially focused on the non-invasive assessment
of fatty tissue in the liver. Steatotic liver disease (SLD,
formerly known as NAFLD-NASH) is a chronic liver disease spectrum
that affects over two billion people globally, and for which there
are no practical diagnostic tools. Beyond the liver, ENDRA is
exploring several other clinical applications of TAEUS®, including
non-invasive visualization of tissue temperature during
energy-based surgical procedures. For more information, please
visit www.endrainc.com.
Forward-Looking Statements
All statements in this press release that are not based on
historical fact are "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements, which
are based on certain assumptions and describe our future plans,
strategies and expectations, can generally be identified by the use
of terms such as “approximate,” "anticipate," “attempt,” "believe,"
"could," "estimate," "expect," “forecast,” “future,” "goal,"
“hope,” "intend," "may," "plan," “possible,” “potential,”
“project,” "seek," "should," "will," “would,” or other comparable
terms (including the negative of any of the foregoing), although
some forward-looking statements are expressed differently. Examples
of forward-looking statements for ENDRA include, among others:
expectations with respect to FDA requirements regarding its
clinical trials and de novo submission for its TAEUS liver device;
estimates of the timing of future events and anticipated results of
its development efforts, including the timing of submission for and
receipt of required regulatory approvals and product launches and
sales; statements relating to future financial position and
projected costs and revenue; expectations concerning ENDRA's
business strategy; and statements regarding ENDRA’s ability to find
and maintain development partners. Forward-looking statements
involve inherent risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking
statements as a result of various factors including, among others:
the risk that Nasdaq may not process the reverse stock split on the
expected timeline; the risk that after the reverse stock split the
closing bid price of the Company’s common stock is not at least
$1.00 per share for a minimum of ten consecutive trading sessions;
the ability to raise additional capital in order to continue as a
going concern; the ability to obtain FDA and other regulatory
approvals necessary to sell ENDRA medical devices in certain
markets in a timely manner, or at all; the ability to develop a
commercially feasible technology and its dependence on third
parties to design and manufacture its products; ENDRA’s ability to
maintain compliance with Nasdaq listing standards; ENDRA’s
dependence on its senior management team; market acceptance of
ENDRA’s technology and the amount and nature of competition in its
industry; ENDRA’s ability to protect its intellectual property; and
the other risks and uncertainties described in the Risk Factors and
Management’s Discussion and Analysis of Financial Condition and
Results of Operations sections of the company’s most recent Annual
Report on Form 10-K and in subsequent Quarterly Reports on Form
10-Q filed with the Securities and Exchange Commission. You should
not rely upon forward-looking statements as predictions of future
events. The forward-looking statements made in this press release
speak only as of the date of issuance, and ENDRA assumes no
obligation to update any such forward-looking statements to reflect
actual results or changes in expectations, except as otherwise
required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240816898273/en/
Company: Richard Jacroux Chief Financial Officer
investors@endrainc.com www.endrainc.com
Investor Relations: Yvonne Briggs LHA Investor Relations
(310) 691-7100 ybriggs@lhai.com
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