ENDV Endonovo Therapeutics Inc (PK)

Item 1.01 Entry into a Material Definitive Agreement.

On March 28, 2023, Endonovo Therapeutics, Inc. (“we”, “us” or the “Company”) entered into a binding letter of intent (the “LOI”) with PEMF Holdings, LLC, a Delaware limited liability company controlled by Ira Weisberg, who is presently a consultant to the Company operating its medical device operations, relating to the spin-off of our subsidiary, SofPulse, Inc. (the “Spin-Off”) While the parties intend to enter into a more formal agreement, they have agreed that the purchase price is expected to be from $50,000,000 to $100,000,000 and equal to the value of SofPulse, Inc.’s assets as determined by a valuation thereof by Ocean Tomo. At the time of the completion of the Spin-Off, SofPulse, Inc. will own all necessary intellectual property for the medical application of our PEMF technology and all related assets including inventories while we will retain rights to the human non-medical and telehealth markets. Until the completion of the Spin-Off, which will require, among other things, the entry into a formal detailed agreement containing full sets of representations and warranties typical of agreements of this type and the filing with the Securities and Exchange Commission and effectiveness of a Registration Statement on Form S-1, Alan Collier, our CEO will own super voting preferred stock in SofPulse, Inc. which will give him voting control of the company and Collier will release these shares upon completion of the purchase. We anticipate that the completion of the Spin-Off will take approximately six months, although no assurance can be given as to any particular time frame.

The foregoing is only a summary of the terms of the APA which is included as an exhibit to this report.