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): ~~September~~March 2628, ~~2022~~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 ~~September~~March 2628, ~~2022~~2023, Endonovo Therapeutics, Inc. (“we”, “us” or the “Company”) entered into ana ~~Asset~~binding ~~Purchase~~letter ~~Agreement~~of intent (the “~~APA~~LOI”) bywith ~~and~~PEMF ~~among~~Holdings, ~~the Company~~LLC, ~~Western~~a ~~Star~~Delaware ~~Concrete,~~limited ~~LLC~~liability ~~(“Western~~company ~~Star”),~~controlled ~~and~~by ~~Mark Gabriel~~Ira ~~Salmons~~Weisberg, ~~(the~~who is ~~“Owner”)~~presently ~~pursuant~~a consultant to ~~which~~ the Company ~~will~~operating ~~acquire~~its ~~substantially~~medical ~~all~~device ofoperations, ~~the~~relating ~~assets~~to ~~and~~the ~~assume~~spin-off ~~certain liabilities~~ of ~~Western~~our ~~Star~~subsidiary, SofPulse, Inc. ~~Western~~(the ~~Star~~“Spin-Off”) isWhile ~~engaged in~~ the ~~business~~parties ofintend ~~providing~~to ~~and~~enter ~~laying~~into ofa ~~concrete~~more ~~primarily~~formal ~~for~~agreement, ~~residential~~they ~~tract developers.~~have ~~This~~agreed ~~includes~~that ~~but~~the purchase price is ~~not~~expected ~~limited~~ to ~~the~~be ~~building/laying~~from ~~of foundations~~$50,000,000 ~~retaining~~to ~~walls~~$100, ~~driveways~~000,000 ~~patios, sidewalks~~ and ~~barn~~ ~~pads.~~equal ~~The~~to ~~purchase price formula under~~ the ~~APA~~value isof ~~four~~SofPulse, ~~times Western Star~~Inc.’s ~~EBITDA~~assets ~~for~~as ~~the~~determined 12by ~~full~~a ~~months~~valuation thereof ~~prior~~by toOcean ~~closing subject~~Tomo. toAt ~~certain~~the ~~adjustments~~time asof ~~set~~the ~~forth~~completion inof the ~~APA~~Spin-Off, SofPulse, Inc. ~~Closing~~will isown ~~conditioned~~all onnecessary intellectual property for the ~~satisfactory~~medical ~~completion~~application of ~~the~~our ~~parties’~~PEMF ~~due diligence~~technology and ~~the~~all ~~completion~~related ofassets anincluding ~~audit~~inventories ofwhile ~~Western~~we ~~Star’s~~will ~~financial~~retain ~~statements~~rights ~~for~~to the ~~years~~human non-medical ~~ended December 31, 2021~~ and ~~December 31,~~telehealth ~~2020~~markets. ~~consistent~~Until ~~with~~ the ~~requirements~~completion of ~~being~~the aSpin-Off, ~~subsidiary~~which ofwill arequire, ~~publicly~~among ~~held~~other ~~company~~things, ~~subject to~~ the ~~reporting~~entry ~~requirements~~into ofa ~~the~~formal ~~Securities~~detailed ~~Exchange~~agreement ~~Act~~containing offull ~~1934,~~sets asof ~~amended,~~representations and ~~the~~warranties ~~closing~~typical isof ~~anticipated~~agreements toof bethis ~~held~~type onand orthe ~~about~~filing ~~December~~with ~~15,~~the Securities ~~2022.~~and IfExchange ~~the~~Commission ~~unaudited financial~~and ~~information~~effectiveness ~~provided~~of toa ~~us,~~Registration ~~which~~Statement ~~indicated~~on anForm ~~EBITDA~~S-1, ofAlan ~~approximately $6~~Collier,~~300,000,~~ isour ~~confirmed~~CEO ~~without~~will ~~any~~own ~~adjustments~~super ~~required~~voting bypreferred ~~the~~stock ~~audit~~in ~~process~~SofPulse, ~~the~~Inc. ~~purchase~~which ~~price~~will togive ~~the~~him ~~Company~~voting ~~would~~control beof ~~approximately~~the ~~$25,200,000~~company ~~plus~~and ~~expenses~~Collier ~~which~~will werelease ~~intend~~these toshares ~~pay~~upon ~~through~~completion ~~the raising~~ of ~~debt~~the ~~and equity financing~~purchase. NoWe ~~assurance~~anticipate ~~can~~that bethe ~~given~~completion ~~that~~of wethe Spin-Off will betake ~~able~~approximately tosix ~~raise~~months, ~~the~~although ~~required~~no ~~financing~~assurance oncan ~~terms~~be ~~that~~given ~~are~~as ~~acceptable~~ to usany ~~and~~particular ~~beneficial~~time ~~to our shareholders~~frame.

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

Item 9.01 Financial Statements and Exhibits.

(a)

Financial Statements

None

(b) Exhibits

No.		Description
	10.1	Binding Letter of Intent between the Company and PEMF Holdings, LLC, dated March 28, 2023.
10.1		Asset Purchase Agreement
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: ~~September~~March 2729, ~~2022~~2023

	ENDONOVO THERAPEUTICS, INC.

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

Filing Compare · ENDONOVO THERAPEUTICS, INC.