Item 5. Other Information
Item 5. Other Information
The information set forth below is included herein for the purpose of providing the disclosure required under “Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.” of Form 8-K.
On August 14, 2025, the Company filed a Certificate of Correction (the “Certificate of Correction”) to its Certificate of Amendment of Certificate of Incorporation (the "Certificate of Amendment") filed with the Secretary of State of the State of Delaware on November 4, 2024.
The Certificate of Amendment inadvertently stated in the opening sentence of Article FIRST thereof that the text of both the first and second paragraphs of Article FOURTH of the Certificate of Incorporation of the Company were to be deleted in their entirety when it was intended that solely the text of the second paragraph of Article FOURTH of the Certificate of Incorporation of the Company was to be deleted in its entirety.
The Fourth Amended and Restated Certificate of Incorporation of the Company, as filed as Exhibit 3.1 hereto, reflects the above-described Certificate of Correction, and the foregoing description of the Certificate of Correction is qualified in its entirety by reference to the text of Exhibit 3.1 hereto and the Certificate of Amendment, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 5, 2024.
Rule 10b5-1 Trading Plans
None of the Company’s directors or officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2025.
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Item 6. Exhibits
Exhibit Number
Description
3.1
Fourth Amended and Restated Certificate of Incorporation of the Company, as amended [Restated for SEC filing purposes only] (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2025)
3.2
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 (File No. 333-214724), as amended, originally filed on November 21, 2016)
10.1
Investment Management Agreement, dated as of July 15, 2025 by and between the Company and Arca Investment Management, LLC (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-288575), as amended, originally filed on July 9, 2025)
10.2
Master Custody Service Agreement, dated as of July 16, 2025, by and between the Company and Anchorage Digital Bank, N.A. (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-288575), as amended, originally filed on July 9, 2025) **
31.1
Certification of Periodic Report by Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14a and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2
Certification of Periodic Report by Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14a and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1
Certification of Periodic Report by Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101.INS
XBRL Instance Document (filed herewith)
101.SCH
XBRL Taxonomy Schema (filed herewith)
101.CAL
XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
101.DEF
XBRL Taxonomy Extension Definition Linkbase (filed herewith)
101.LAB
XBRL Taxonomy Extension Label Linkbase (filed herewith)
101.PRE
XBRL Taxonomy Extension Presentation Linkbase (filed herewith)
* Indicates management compensatory plan, contract or arrangement.
** Certain information has been omitted from the exhibit pursuant to Item 601(b)(10) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ENDRA LIFE SCIENCES INC.
Date: August 14, 2025
By: /s/ Alexander Tokman
Alexander Tokman
Chief Executive Officer and Chairman
(Principal Executive Officer)
ENDRA LIFE SCIENCES INC.
Date: August 14, 2025
By: /s/ Richard Jacroux
Richard Jacroux
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.