Current Report Filing (8-k)
March 02 2020 - 5:02PM
Edgar (US Regulatory)
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): February 25, 2020
Hancock
Jaffe Laboratories, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38325
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33-0936180
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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70
Doppler
Irvine,
California 92618
(Address
of principal executive offices) (Zip Code)
(949)
261-2900
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.00001 per share
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HJLI
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The
NASDAQ Stock Market LLC
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Warrant
to Purchase Common Stock
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HJLIW
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The
NASDAQ Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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
3.02
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Unregistered
Sales of Equity Securities
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On
February 25, 2020, Hancock Jaffe Laboratories, Inc. (the “Company”) raised $650,000 in gross proceeds through a private
placement bridge offering of its common stock and warrants to purchase its common stock to certain accredited investors (the “Bridge
Offering”). The Company sold an aggregate of 1,300,000 shares of common stock and warrants to purchase 1,300,000 shares
of common stock in the Bridge Offering pursuant to a securities purchase agreement between the Company and each of the investors
in the Bridge Offering (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, the Company has
agreed to hold a meeting of its stockholders on or prior to May 25, 2020 for the purpose
of seeking approval of either an increase in the number of shares of common stock the Company is authorized to issue or a reverse
split of the Company’s common stock (a “Capital Event”). The Purchase Agreement also contains customary
representations, warranties and agreements.
The
warrants issued in the Bridge Offering will
be exercisable beginning on the date on which the Company’s stockholder’s approve a Capital Event, at an exercise
price per share equal to $0.79, subject to certain adjustments pursuant to the terms of the warrants, and will expire on the five
year anniversary of the date of issuance. The warrants contain a mandatory exercise provision which provides that, at the sole
option of the Company upon 30 days’ written notice, the Company may require the holders of the warrants to exercise such
warrants if the average of the daily volume weighted average for any ten consecutive trading days is greater than $2.00
and there is an effective registration statement registering the resale of the shares underlying the warrants. Any warrants not
exercised following such 30 day period will be forfeited.
The
Company engaged Spartan Capital Securities, LLC, a FINRA-member (the “Placement Agent”), to act as exclusive placement
agent for the Bridge Offering. In consideration for the Placement Agent’s services in the Bridge Offering, the Company agreed
to pay a fee in cash equal to 10% of the aggregate gross proceeds raised by the Placement Agent in the Bridge Offering. The Placement
Agent is also entitled to a warrant to purchase 82,279 shares of the Company’s common stock containing substantially the
same terms as the warrant issued to investors in the Bridge Offering.
The
Company intends to use the proceeds of the Bridge Offering for working capital and general corporate purposes and payment of the
fees and expenses of the Bridge Offering.
The
form of Purchase Agreement and warrant are attached to this Current Report as Exhibits 10.1 and 4.1, respectively. All descriptions
of the Purchase Agreement and warrant herein are qualified in their entirety to the text of Exhibits 10.1 and 4.1 hereto, which
is incorporated herein by reference.
The
securities issued in the Bridge Offering are exempt from the registration requirements of the Securities Act pursuant to Section
4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder because, among other things, the transaction
did not involve a public offering, the investors are accredited investors, the investors took the securities for investment and
not resale and the Company took appropriate measures to restrict the transfer of the securities.
Item
9.01
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Financial
Statements and Exhibits.
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Set
forth below is a list of Exhibits included as part of this Current Report.
SIGNATURE
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.
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HANCOCK
JAFFE LABORATORIES, INC.
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Dated:
March 2, 2020
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/s/
Robert A. Berman
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Robert
A. Berman
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Chief
Executive Officer
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