Current Report Filing (8-k)
November 24 2020 - 5:17PM
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): November 24, 2020
Hancock
Jaffe Laboratories, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-38325
|
|
33-0936180
|
(State
or other jurisdiction
|
|
(Commission
|
|
(I.R.S.
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
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:
|
☐
|
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
|
Common
Stock, par value $0.00001 per share
|
|
HJLI
|
|
The
NASDAQ Stock Market LLC
|
Warrants
to Purchase Common Stock
|
|
HJLIW
|
|
The
NASDAQ Stock Market LLC
|
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 Unregistered Sales of Equity Securities
On
November 24, 2020, Hancock Jaffe Laboratories, Inc. (the “Company”) exchanged 4,205,406 shares of its Series C Convertible
Preferred Stock (the “Series C Preferred Stock”), representing all of the Company’s issued and outstanding shares
of Series C Preferred Stock, for 6,078,125 shares of common stock (the “Exchange”). Each holder of the Series C Preferred
Stock received such number of shares of common stock as such holder would have received upon conversion in full of its shares
of Series C Preferred Stock in accordance with the terms of the Certificate of Designations of the Series C Preferred Stock. No
additional shares of common stock were issued.
The
Exchange was consummated and the shares of common stock were issued without registration under the Securities Act of 1933, as
amended (the “Securities Act”), in reliance on the exemptions provided by Section 3(a)(9) of the Securities Act as
the Series C Preferred Stock was exchanged for shares of common stock by the Company with its existing security holders and no
commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
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.
|
HANCOCK
JAFFE LABORATORIES, INC.
|
|
|
Dated:
November 24, 2020
|
/s/
Robert A. Berman
|
|
Robert
A. Berman
|
|
Chief
Executive Officer
|
Hancock Jaffe Laboratories (NASDAQ:HJLI)
Historical Stock Chart
From Aug 2024 to Sep 2024
Hancock Jaffe Laboratories (NASDAQ:HJLI)
Historical Stock Chart
From Sep 2023 to Sep 2024