Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 29, 2023

ENDONOVO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-55453		45-2552528
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6320 Canoga Avenue, 15^thFloor

Woodland Hills, CA 91367

(Address of principal executive office)(Zip Code)

Registrant’s telephone number, including area code: (800) 489-4774

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On December 29, 2023, Endonovo Therapeutics, Inc. (“we”, “us” or the “Company”) entered into an amendment (the “Amendment”) to its May 2020 agreement with Evermed Medical Enterprise Ltd (“Evermed”) regarding the marketing of the Company’s SofPulse® device in Taiwan. The Amendment, among other things, establishes performance thresholds which Evermed must meet to maintain its exclusive rights in Taiwan under the Agreement. The Amendment sets forth quarterly sales thresholds for a six-year period beginning April 1, 2024. The thresholds increase during the six-year period from $8,400 in the first quarter of the first year to $2,856,000 in the last quarter of the sixth year and total $21,688,632 for the full six years. As reported in October 2023, the Taiwan Food and Drug Administration (“TFDA”), the regulatory division of the Ministry of Health and Welfare (“MOHW”) has approved the SofPulse® device for adjunctive treatment of pain and swelling (inflammation) after soft tissue surgery. We cannot guarantee that the payments provided for in the Amendment will actually be received by us.

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

Item 9.01 Financial Statements and Exhibits.

	(a)	Financial Statements

	None

	(b)	Exhibits

		10.1 The Amendment.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 3, 2024

	ENDONOVO THERAPEUTICS, INC.

	By:	/s/ Alan Collier
		Alan Collier
		Chief Executive Officer

Exhibit 10.1

AMENDMENT TO AGREEMENT

THIS AMENDMENT AGREEMENT, dated as of December 29, 2023 (this “Amendment”), by and between Evermed Medical Enterprise Ltd (the “EVERMED”) and Endonovo Therapeutics, Inc. (“ENDONOVO”), amends the Sales and Strategic Partnership Agreement (the “Agreement”)

dated May 18, 2020.

WTNESSETH:

WHEREAS, the parties entered into the Agreement dated May 18, 2020 whereby EVERMED has the exclusive rights to market and sell the product within Taiwan (the “Territory”) in the area of post-surgery pain control and recovery;

WHEREAS, EVERMED shall be required to achieve the performance thresholds in order to maintain its exclusive rights as listed in EXHIBIT A;

WHEREAS, the parties desire to amend the Agreement as set forth below;

NOW THEREFORE, in consideration of the mutual benefits and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows.

AMENDMENT TO THE AGREEMENT:

ROLES AND RESPONSIBILITIES

Section A.

Add the following clauses:

9. EVERMED shall either publish (or have published) the results of the observational/demonstration trials in recognized surgical/medical publications or present (or have them presented) at recognized surgical/medical conferences

10. By no later than January 15 of each year during the term of the Agreement, EVERMED will provide ENDONOVO with:

	a)	An annual sales forecast for SofPulse
	b)	An annual sales and marketing plan for SofPulse, including the sales and marketing budgets.

11. EVERMED will provide ENDONOVO with Quarterly Reports within fourteen (14) days following the end of the most recent quarter. These reports will include the following:

a. Sales - Update on end of quarter sales and year-to-date sales

b. Update on marketing programs

c. Marketing spends (actual)

d. Number of hospitals purchasing SofPulse®

e. Number of new hospital accounts opened and total number of hospital accounts opened. in the past quarter as well as year-to-date

f. Number of new surgeons/physicians using SofPulse® and total number of surgeons/physicians using SofPulse® in the past quarter as well as year-to-date

g. Results of all observational/demonstration trials

h. Sales and marketing plans for the next quarter

i. Management narrative summarizing the quarterly results.

j. Sales and marketing plans for the next quarter

12. Evermed and Endonovo shall schedule a monthly meeting to discuss the contents in Section A. Clause# 11

13. Evermed will provide annually financial statement according to International Financial Reporting Standards (IFRS).

SHIPPING, PRICE, DISCOUNT AND PAYMENT

Section B(2) of the Agreement is amended as follows:

Each single ring Product is priced at a Sales Price to EVERMED is USD$168 per unit plus shipping cost at the point of ordering.

INITIAL TERM

Section D of the Agreement is amended as follows:

Unless earlier terminated as hereinafter provided, this Agreement shall continue in full force and effect for a period of six (6) years from the effective date of the initial marketing launch (no later than April 1^st, 2024.

EXHIBIT A

Replace the performance Thresholds for the First Year (“Gross Revenue”) with a Thresholds for First Six-Years as follows.

Performance Thresholds for First Year (“Gross Revenues”):

	Q1		Q2		Q3		Q4		1^stYear
Medical Center		10		50		150		300		510
Regional Hospital		40		100		150		200		490
Total		50		150		300		500		1,000
*Gross Revenue	$	8,400		S25,200	$	50,400	$	84,000	$	168,000

Performance Thresholds for Second Year (“Gross Revenues”):

	Q1		Q2		Q3		Q4		2^ndYear
Medical Center		500		650		1000		1000		3150
Regional Hospital		299		350		500		800		1949
Total		799		1,000		1,500		1,800		5,099
*Gross Revenue	$	134,232	$	168,000	$	252,000	$	302,400	$	856,632

Performance Thresholds for Third Year (“Gross Revenues”):

	Q1		Q2		Q3		Q4		3^rdYear
Medical Center		1300		1600		1900		2200		7000
Regional Hospital		900		1000		1300		1800		5000
Total		2200		2600		3200		4000		12,000
*Gross Revenue	$	369,600	$	436,800	$	537,600	$	672,000	$	2,016,000

Performance Thresholds for Fourth, Year (“Gross Revenues”):

	Q1		Q2		Q3		Q4		4^rdYear
Medical Center		2,300		2,500		2,800		3,100		10,700
Regional Hospital		2,200		2,700		3,200		3,200		11,300
Total		4,500		5,200		6,000		6,300		22,000
*Gross Revenue	$	756,000	$	873,600	$	1,008,000	$	1,058,400	$	3,696,000

Performance Thresholds for Fifth, Year (“Gross Revenues”):

	Q1		Q2		Q3		Q4		5^rdYear
Medical Center		3,200		3,300		3,400		3,600		13,500
Regional Hospital		3,800		4,700		5,600		6,400		20,500
Total		7,000		8,000		9,000		10,000		34,000
*Gross Revenue	$	1,176,000	$	1,344,000	$	1,512,000	$	1,680,000	$	5,712,000

Performance Thresholds for Sixth, Year (“Gross Revenues”):

	Q1		Q2		Q3		Q4		6^rdYear
Medical Center		4,000		4,500		5,200		6,000		19,700
Regional Hospital		7,000		8,000		9,300		11,000		35,300
Total		11,000		12,500		14,500		17,000		55,000
*Gross Revenue	$	1,848,000	$	2,100,000	$	2,436,000	$	2,856,000	$	9,240,000

*The gross revenue is calculated in $168 unit price in USD.

All currency is in US dollars. The Performance Threshold will start upon the initial marketing launch (no later than April 1^st, 2024.

IN WITNESS WHEREOF, Evermed and Endonovo have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

	EVERMED MEDICAL ENTERPRISE LTD (“EVERMED”).

	By:
	Name:	George Wang
	Title:	CEO


	ENDONOVO THERAPEUTICS, INC. “ENDONOVO”)

	By:
	Name:	Alan Collier
	Title:	CEO

Cover	Dec. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 29, 2023
Entity File Number	000-55453
Entity Registrant Name	ENDONOVO THERAPEUTICS, INC.
Entity Central Index Key	0001528172
Entity Tax Identification Number	45-2552528
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6320 Canoga Avenue
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	Woodland Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91367
City Area Code	(800)
Local Phone Number	489-4774
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Entity Emerging Growth Company	false