SEC Form 4 · accession 0001209191-18-040508
ENDRA Life Sciences Inc. · NDRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Milos Thornton
Officer — Chief Technology Officer
Period of report
Jun 28, 2018
Accepted (ET)
Jul 2, 2018 · 7:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001681682
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Promissory NoteF1,F2,F3 | — | Jun 28, 2018 | A | — | A | — | Dec 31, 2018 | Common Stock | 24,802 | — | D |
| WarrantsF4 | $2.52 | Jun 28, 2018 | A | 12,401 | A | Dec 28, 2018 | Jun 28, 2021 | Common Stock | 12,401 | 12,401 | D |
Explanation of responses
- F1The 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.
- F2The 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.
- F3The 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).
- F4The Warrants were issued for no additional consideration in connection with the offer and sale of the Note.