TOWER, 47TH FLOOR
NORTH TRYON STREET
+1 704 331 7400 F +1 704 331 7598
Securities and Exchange Commission
of Corporation Finance
Life Sciences Inc.
No. 8 to Registration Statement on Form S-1
behalf of ENDRA Life Sciences Inc. (the “Company”), we
submit this letter providing a response to the verbal comments
communicated by the Staff of the Securities and Exchange Commission
(the “Staff”) on April 13, 2017 with respect to the
Company’s amended registration statement on Form S-1 (File
No. 333-214724) (the “Registration Statement”).
Simultaneously with the filing of this letter, the Company is
filing by EDGAR amendment no. 9 to the Registration Statement (the
“Registration Statement Amendment”) responding to the
Staff’s comments. Below we have noted the Staff’s
comments in bold face type and the Company’s responses in
Registration Statement omits the presentation on a pro forma basis,
taking into account the anticipated reverse stock split, of the
Company’s earnings per share, which presentation was present
in the Notes to Financial Statements in amendment no. 7 to the
Registration Statement. Please reinsert such presentation for the
last completed fiscal year of the Company and any subsequent
interim periods presented in the financial statements included in
the Registration Statement Amendment.
disclosure responding to this comment has been added on page F-14
of the Registration Statement Amendment with respect to the fiscal
year ended December 31, 2016. No subsequent interim period is
presented in the financial statements included in the Registration
presenting information on a pro forma basis taking into account the
conversion of outstanding convertible notes, please make clear that
the conversion price is dependent on the election of the
a majority of the outstanding principal amount of the
Company’s convertible promissory notes have elected to
convert all outstanding convertible promissory notes into shares of
the Company’s common stock at a conversion price of $1.40 per
share. Additional disclosure clarifying this point has been added
on page 6, page 35, page 37, page 67, page 73, page 75 and page
make sure that throughout the prospectus, including the financial
statements included therein, it is clear whether figures are
presented on a pre- or post-reverse stock split basis.
disclosure responding to this comment has been added on page F-11
of the Registration Statement Amendment.
number of shares of common stock outstanding presented on page 6 of
the Registration Statement does not seem consistent with such
figure as presented in amendment no. 7 to the Registration
Statement. Please reconcile this apparent discrepancy.
disclosure responding to this comment has been included on page 6,
page 35, page 37 and page 75 of the Registration Statement
Amendment to include shares issuable upon the conversion of the
outstanding principal and accrued interest on our outstanding
promissory notes, consistent with the presentation in previous
amendments to the Registration Statement. The figure on page 6 of
the Registration Statement excluded such shares, accounting for the
discrepancy noted by the Staff in its comment.
estimated revenue for the quarter ending March 31, 2017 is
presented in the Registration Statement, please also present
estimated net loss for such period.
disclosure responding to this comment has been added on page 1 and
page 38 of the Registration Statement Amendment.
note an inconsistency in the disclosure describing the application
and approval process of the FDA on page 3 and page 55 of the
Registration Statement. Please make this disclosure
disclosure responding to this comment has been added on page 3,
page 39 and page 55 of the Registration Statement
your response to comment no. 2 in your letter dated December 6,
2016, you stated that, since the Company intended to hire a
full-time Chief Financial Officer following the offering, you did
not believe any additional risk factor disclosure was required
regarding Mr. Wells’ availability to act as the
Company’s Chief Financial Officer. Please reevaluate this
response in light of Mr. Wells’ presentation in the
Registration Statement as the Company’s full-time Chief
disclosure responding to this comment has been added on page 24 and
page 61 of the Registration Statement Amendment. In preparation for
serving as the Company’s Chief Financial Officer, Mr. Wells
has recently reduced his responsibilities serving as principal
financial officer for other companies. With respect to the
disclosure on page 61, the Company would like to note that Mr.
Wells is currently transitioning out of his role with Loton, Corp.
but, as that development is not yet public, the Registration
Statement Amendment still describes Mr. Wells as the principal
financial officer of Loton, Corp.
appreciate your time and attention to the Company’s responses
to the Staff’s comments. Should you have any questions,
please call me at (919) 743-7312.
James M. Herriott
Chief Executive Officer
Thornton, Chief Technology Officer
Wells, Chief Financial Officer