10-K/A: ENDRA Life Sciences Files Amendment to 10-K to Correct Auditor's Report Error
10-K/A Filing
ENDRA Life Sciences files an amendment to its annual report to correct a typographical error in the auditor's report regarding the date and PCAOB ID number.
Summary
- ENDRA Life Sciences Inc. filed Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2024.
- The amendment corrects a typographical error in the report of RBSM LLP, the company's independent auditor, specifically the omission of the report date and PCAOB ID number.
- The entire text of Item 8 of the Form 10-K is repeated in the amendment, with the only changes being the addition of the auditor's report date and PCAOB ID number.
- The company is including certifications from its CEO and CFO as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
- The amendment speaks as of the filing date of the original report (March 31, 2025) and does not reflect subsequent events.
Sentiment
Score: 6
Explanation: The document is primarily administrative, correcting an error. However, the mention of the need for additional capital raises and the going concern qualification temper the sentiment.
Risks
- The company's ability to continue as a going concern is dependent on obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable.
- If the company is not able to obtain the necessary additional financing on a timely basis, the company will be required to delay, reduce the scope of, or eliminate one or more of the company's research and development activities or commercialization efforts or perhaps even cease the operation of its business.
Future Outlook
The company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval.
Management Comments
- Management's plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing.
- Management cannot provide any assurances that the company will be successful in accomplishing any of its plans.
Industry Context
This filing is a routine amendment to correct an administrative error and does not significantly alter the company's standing within the medical device industry.
Comparison to Industry Standards
- The company's financial statements are prepared in accordance with accounting principles generally accepted in the United States.
- The company's auditor, RBSM LLP, is a registered public accounting firm with the Public Company Accounting Oversight Board (PCAOB).
- The company's internal controls are subject to the requirements of the Sarbanes-Oxley Act of 2002.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Francois Michelon | Alexander Tokman | 2024-08-13 | Appointment of Alexander Tokman as acting CEO. |
| Chief Financial Officer | Richard Jacroux | 2024-08-07 | Appointment of Richard Jacroux as Chief Financial Officer. |
Related Party Transactions
- On May 2, 2023, the Company conducted a registered offering in which the Company sold 48 shares of its common stock and 24 warrants to the Company's director, Anthony DiGiandomenico, for cash at the public offering price, which was less than 5% of beneficial ownership in the Company.
- On October 17, 2023, the Company entered into a consulting agreement with one of its directors, Alex Tokman, pursuant to which Mr. Tokman provided commercialization services.
- On November 30, 2023, the Company entered into a Restricted Stock Agreement and Consulting Services Agreement, each with PatentVest, in exchange for certain services related to the Company's patent portfolio.
- In September 2024 the Company began using IS Bookkeeping & Payroll which is a division of Impact Solve, LLC (dba Impact Solutions) an accounting and chief financial officer service firm.
Key Dates
| Date | Description |
|---|---|
| 2015-01-01 | Effective date of office lease agreement with Green Court, LLC. |
| 2017-05-12 | Date of Amended and Restated Employment Agreement between the Company and Michael Thornton. |
| 2020-04-27 | Date the Company entered into a commitment loan with TD Bank under the Canadian Emergency Business Account. |
| 2021-06-21 | Date the Company entered into the At-The-Market Issuance Sales Agreement with Ascendiant. |
| 2023-05-02 | Date of registered underwritten offering that closed. |
| 2024-06-04 | Date the Company entered into a placement agency agreement with Craig-Hallum Capital Group LLC. |
| 2024-06-05 | The Offering closed. |
| 2024-08-13 | Effective date of Alexander Tokman's employment agreement as acting CEO and Chairman. |
| 2024-08-20 | Effective date of the August 2024 Reverse Stock Split. |
| 2024-11-07 | Effective date of the November 2024 Reverse Stock Split. |
| 2024-12-01 | Date the Company entered into an amendment to the lease with Green Court LLC. |
| 2024-12-31 | Fiscal year end. |
| 2025-03-31 | Date of original filing of the Annual Report on Form 10-K. |
| 2025-04-04 | Date of filing of Amendment No. 1 to the Annual Report on Form 10-K. |
Keywords
10-K Amendment, Auditor's Report, Typographical Error, Financial Reporting, ENDRA Life Sciences, PCAOB ID, Sarbanes-Oxley Act
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