Current Report Filing (8-k)
May 15 2020 - 5:03PM
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): May 15, 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. ☒
On
May 15, 2020, Hancock Jaffe Laboratories, Inc. (“we,” “us,” “our,” and the “Company”)
determined that it will be unable to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020
(the “Quarterly Report”) as a result of the outbreak in the United States of the novel coronavirus, COVID-19. In accordance
with the order (the “Order”) promulgated by the Securities and Exchange Commission on March 25, 2020 in Release No.
34-88465 relating to the Securities Exchange Act of 1934, as amended, the Company will file its Quarterly Report within 45 calendar
days of the date of this report, though the Company expects to file its Quarterly Report much earlier, on or about May 29, 2020.
The
Company is unable to file the Quarterly Report in a timely manner because the Company is currently experiencing a significant
impact from the coronavirus outbreak in the United States. Specifically, the Company has been following the recommendations of
local government and health authorities to minimize exposure risk for its employees for the past several weeks, including having
employees work remotely, and, as a result, the Quarterly Report will not be completed by the filing deadline, due to insufficient
time to facilitate the internal and external review process. Below is a risk factor regarding the coronavirus that the Company’s
stockholders and potential investors in the Company should consider with respect to the quarter ended March 31, 2020.
The
coronavirus pandemic has significantly negatively impacted our business.
The
coronavirus pandemic has disrupted the global economy and has negatively impacted large populations including people and businesses
that may be directly or indirectly involved with the operation of our company and the manufacturing, development, and testing
of our product candidates. The full scope and economic impact of the coronavirus is still unknown and there are many risks from
the coronavirus that could generally and negatively impact economies and healthcare providers in the countries where we do business,
the medical device industry as a whole, and development stage, pre-revenue companies such as our company. At this time, we have
identified the following coronavirus related risks that we believe have a greater likelihood of negatively impacting our company
specific, including, but not limited to:
● Federal,
State and local shelter-in-place directives which limit our employees from accessing our facility to manufacture, develop and
test our product candidates.
● Travel
restrictions and quarantine requirements which prevent us from initiating and continuing animal studies and patient trial both
inside and outside of the United States.
● The
burden on hospitals and medical personnel resulting in the cancellation of non-essential medical procedures such as surgical procedures
needed to implant our product candidates for pre-clinical and clinical trials.
● Delays
in the procurement of certain supplies and equipment that are needed to develop and test our product candidates.
● Erosion
of the capital markets which make it more difficult to obtain the financing that we need to fund and continue our operations.
● Potential
back-log at regulatory agencies such as the FDA which may result in delays in obtaining regulatory approvals.
● Travel
restrictions which prevent patients from participating and continuing the participation in clinical trials.
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:
May 15, 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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