ENDRA Life Sciences Announces 1-for-20 Reverse Stock Split

Rhea-AI Summary

ENDRA Life Sciences (NASDAQ: NDRA) announced a 1-for-20 reverse stock split to comply with Nasdaq's minimum bid price requirement, reducing outstanding shares from approximately 63 million to 3.16 million. The split follows stockholder approval on November 29, 2022. Chairman Francois Michelon expressed gratitude to stockholders and emphasized that the higher share price may attract institutional investors. The stock will begin trading on a split-adjusted basis shortly, and details are in the definitive proxy statement filed on October 17, 2022.

Positive

• Reverse stock split allows compliance with Nasdaq listing standards.
• Higher share price may enhance visibility among institutional investors.

Negative

• None.

ANN ARBOR, Mich.--(BUSINESS WIRE)-- ENDRA Life Sciences Inc. (NASDAQ: NDRA) (the “Company”), a pioneer of Thermo Acoustic Enhanced UltraSound (TAEUS^®), announced today that it will be effecting a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-20. The reverse stock split will reduce the number of shares of the Company’s common stock outstanding from 63,174,455 shares to approximately 3,158,723 shares, subject to adjustment for the rounding up of fractional shares. The Company is confirming with the Nasdaq Stock Market the effective date of the reverse stock split, when ENDRA’s common stock will begin trading on a split-adjusted basis under the existing trading symbol “NDRA” and a new CUSIP number.

The reverse stock split was previously approved by ENDRA’s stockholders at the special meeting of stockholders held on November 29, 2022, with the final ratio subsequently determined by the Company’s Board of Directors.

The reverse stock split is intended to bring the Company into compliance with Nasdaq’s minimum bid price requirement and is not being done as part of a capital raise.

“We thank our stockholders for authorizing a reverse stock split in order to meet Nasdaq continued-listing requirements,” stated Francois Michelon, Chairman and Chief Executive Officer. “In addition, we believe the higher share price resulting from the reverse split may assist in improving the visibility of our stock among institutional investors. We look forward to keeping investors updated on our progress as we collect data from clinical evaluation sites in support of our upcoming De Novo submission for TAEUS in the U.S. and our commercialization efforts in Europe.”

Upon effectiveness of the reverse stock split, every 20 shares of ENDRA common stock issued and outstanding or held as treasury shares as of the effective date will be automatically combined into one share of common stock. The reverse stock split will not reduce the number of authorized shares of common stock or of preferred stock or change the par value of the Company’s stock. Outstanding equity-based awards and other outstanding equity rights will be proportionately adjusted. No fractional shares will be issued as a result of the reverse stock split. Stockholders of record otherwise entitled to receive a fractional share as a result of the reverse stock split will be entitled to the rounding up of the fractional share to the nearest whole number.

Additional information concerning the reverse stock split can be found in ENDRA’s definitive proxy statement filed with the Securities and Exchange Commission on October 17, 2022.

About ENDRA Life Sciences Inc.

ENDRA Life Sciences is the pioneer of Thermo Acoustic Enhanced UltraSound (TAEUS^®), a ground-breaking technology being developed to visualize tissue like MRI, but at 1/50^th the cost and at the point of patient care. TAEUS^® is designed to work in concert with over 500,000 ultrasound systems in use globally today. TAEUS^® is initially focused on the measurement of fat in the liver as a means to assess and monitor Non-Alcoholic Fatty Liver Disease (NAFLD) and inflammation (NASH), chronic liver conditions that affect over one 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 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: statements regarding the Company’s ability to regain compliance with Nasdaq listing standards and the reception of the reverse stock split among stockholders and investors, estimates of the timing of future events and anticipated results of our development efforts, including the timing for receipt of required regulatory approvals and product launches; future financial position and projected costs and revenue; expectations concerning ENDRA's business strategy; ENDRA’s ability to find and maintain development partners; market acceptance of ENDRA’s technology and the amount and nature of competition in its industry; and ENDRA’s ability to protect its intellectual property. 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 ability to raise additional capital in order to continue as a going concern; the ability to obtain 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; the impact of COVID-19 on ENDRA’s business plans; the ability to find and maintain development partners; 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/20221205005259/en/

Irina Pestrikova

Senior Director, Finance

investors@endrainc.com

www.endrainc.com

Investor Relations:

Yvonne Briggs

LHA Investor Relations

(310) 691-7100

YBriggs@lhai.com

Source: ENDRA Life Sciences Inc.

FAQ

What is the purpose of ENDRA's reverse stock split on November 29, 2022?

The reverse stock split aims to comply with Nasdaq's minimum bid price requirement.

What will be the new number of shares after ENDRA's reverse stock split?

The number of shares will reduce from approximately 63 million to about 3.16 million.

How will ENDRA's stock be traded after the reverse split?

ENDRA's stock will trade on a split-adjusted basis under the existing symbol 'NDRA'.

When did ENDRA's stockholders approve the reverse stock split?

The reverse stock split was approved at a special meeting of stockholders on November 29, 2022.

What does ENDRA's technology focus on?

ENDRA's TAEUS technology aims to visualize tissue, particularly for assessing liver conditions.