ENDRA Life Sciences (NDRA) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for October 28, 2024, to consider a reverse stock split proposal via a virtual-only format.

• The reverse stock split aims to increase the per-share market price to meet Nasdaq's minimum bid price requirements and maintain listing.

• The Board will select a reverse split ratio between 1-for-4 and 1-for-35, with the decision to be made within one year of the meeting.

• The Board recommends voting in favor of the proposal and will have discretion on whether and when to implement the split.

Voting matters and shareholder proposals

• The sole proposal is to approve amendments to the Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-4 and 1-for-35.

• The Board unanimously recommends a vote FOR the reverse stock split proposal.

• If approved, the Board will choose the specific ratio and abandon the others; if not approved, the company risks Nasdaq delisting.

• Stockholder proposals for the 2025 annual meeting must be received by February 20, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board has full discretion to implement or abandon the reverse stock split at any time within one year of the meeting.

• The Board will publicly announce the chosen split ratio at least five business days before effectiveness.

• No other business is expected at the special meeting; any new business will be handled at the Board's discretion.