Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-252874
Prospectus
Supplement No. 1 to Prospectus
of
Hancock
Jaffe Laboratories, Inc.
4,628,262
Shares of Common Stock
This
Prospectus Supplement, dated August 6, 2021 (this “Supplement”), supplements the prospectus filed as part of the Post-Effective
Amendment No. 1 on Form S-3 to Form S-1 filed by Hancock Jaffe Laboratories, Inc. (the “Company”,
“us”, “our” or “we”) with the Securities and Exchange Commission (the “SEC”) on
April 30, 2021 (the “Prospectus”), relating to:
●
The primary issuance by the Company of up to 2,957,142 shares of common stock issuable upon exercise of the warrants issued by the Company
in a registered public offering on registration statements on Form S-1 (File Nos. 333-251528 and 333-252874) that were declared effective
by the SEC on February 8, 2021.
●
The resale of up to 381,309 shares of common stock issuable upon exercise of the warrants issued by the Company on October 9, 2020 in
a private placement of warrants that occurred concurrently with a registered offering of shares of common stock, all of which were registered
for resale on the Company’s registration statement on Form S-1, as amended (File No. 333-249942), that was declared effective by
the SEC on November 30, 2020.
●
The resale of up to 243,125 shares of common stock issued in exchange for 4,205,406 shares of Series C Convertible Preferred Stock issued
by the Company on July 21, 2020 in a private placement, all of which were registered for resale on the Company’s registration statement
on Form S-1, as amended (File No. 333-249942), that was declared effective by the SEC on November 30, 2020.
●
The primary issuance by the Company of up to 575,000 shares of common stock issuable upon exercise of the warrants issued by the Company
in a registered public offering on a registration statement on Form S-1 (File No. 333-239658) that was declared effective by the SEC
on July 16, 2020.
●
The resale of up to 52,000 shares of common stock sold by the Company in a private placement offering that closed on February 25, 2020,
all of which were registered for resale on the Company’s registration statement on Form S-1 (File No. 333-239195) that was declared
effective by the SEC on June 23, 2020.
●
The resale of up to (i) 75,472 shares of common stock issuable upon exercise of the warrants issued by the Company on April 28, 2020
in a private placement of warrants that occurred concurrently with a registered offering of shares of common stock and (ii) 6,038 shares
of common stock issuable upon exercise of the warrants issued by the Company to the placement agent as consideration for such offering,
all of which were registered for resale on the Company’s registration statement on Form S-1 (File No. 333-239195) that was declared
effective by the SEC on June 23, 2020.
●
The resale of up to (i)117,217 shares of common stock issuable upon exercise of the warrants issued by the Company on June 3, 2020 in
a private placement of warrants that occurred concurrently with a registered offering of shares of common stock and (ii) 9,378 shares
of common stock issuable upon exercise of the warrants issued by the Company to the placement agent as consideration for such offering,
all of which were registered for resale on the Company’s registration statement on Form S-1 (File No. 333-239195) that was declared
effective by the SEC on June 23, 2020.
●
The resale of up to (i)12,329 shares of common stock that the Company issued upon the conversion of certain convertible notes and (ii)
11,779 shares of common stock issuable upon exercise of certain warrants to purchase shares of common stock at an exercise price of $105.00
per share originally issued to the holders and the placement agent of the convertible notes, all of which were registered for resale
on the Company’s registration statement on Form S-1 (File No. 333-225570) that was originally declared effective by the SEC on
June 20, 2018.
●
The primary issuance of up to (i) 52,572 shares of common stock issuable upon exercise of the warrants issued by the Company in the Company’s
initial public offering and (ii) 2,629 shares of common stock issuable upon exercise of the warrants issued to the underwriters as compensation
in the Company’s initial public offering, all of which were registered on the Company’s registration statement on Form S-1
(File No. 333-220372) that was declared effective by the SEC on May 30, 2018.
●
The resale of up to (i) 54,793 shares of common stock that the Company issued upon the conversion of certain convertible notes, (ii)
57,728 shares of common stock issuable upon exercise of certain warrants to purchase shares of common stock and (iii) 2,500 shares of
common stock held by certain selling stockholders, all of which were registered for resale on the Company’s registration statement
on Form S-1 (file No. 333-220372) that was declared effective by the SEC on May 30, 2018.
●
The primary issuance of up to (i) 16,429 shares of common stock issuable upon exercise of the warrants issued by the Company in the Company’s
initial public offering and (ii) 822 shares of common stock issuable upon exercise of the warrants issued to the underwriters as compensation
in the Company’s initial public offering, all of which were registered on the Company’s registration statement on Form S-1MEF
(file No. 333-225296) that was filed with the SEC on May 31, 2018.
The
purposes of this Supplement is to update the selling stockholder table included in the Prospectus.
You
should read this Supplement in conjunction with the Prospectus. This Supplement is qualified by reference to the Prospectus, except to
the extent the information in this Supplement supersedes the information contained in the Prospectus.
Our
common stock is quoted on the Nasdaq Capital Market under the symbol “HJLI”. On August 4, 2021, the closing sales price of
our common stock on the Nasdaq Capital Market was $6.01 per share.
The
shares held by selling stockholders and described in the Prospectus may be offered from time to time by any or all of the selling stockholders
through ordinary brokerage transactions, in negotiated transactions or in other transactions, at such prices as such selling stockholder
may determine, which may relate to market prices prevailing at the time of sale or be a negotiated price. See “Plan of Distribution”
in the Prospectus. Sales may be made through brokers or to dealers, who are expected to receive customary commissions or discounts.
We will not control or determine the price at which a selling
stockholder decides to sell its shares. Brokers or dealers effecting transactions in these shares should confirm that the shares are
registered under applicable state law or that an exemption from registration is available.
The
selling stockholders and participating brokers and dealers may be deemed to be “underwriters” within the meaning of the Securities
Act, in which event any profit on the sale of shares of those selling stockholders and any commissions or discounts received by those
brokers or dealers may be deemed to be underwriting compensation under the Securities Act.
We
are an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such,
have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings.
You
should carefully read and consider the risk factors beginning on page 10 of the Prospectus and under Item 1A beginning on page 8 of our
Annual Report on Form 10-K for the year ended December 31, 2020 for risks relating to investment in the Company’s securities.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of
the Prospectus or this Supplement. Any representation to the contrary is a criminal offense.
The
information set forth under the caption “Selling Stockholders” in the Prospectus is amended and restated in its entirety
as set forth below and is provided for the primary purpose of updating the table of selling stockholders contained in the Prospectus.
The
date of this Supplement is August 6, 2021
SELLING
STOCKHOLDERS
The
shares of common stock that have been registered for resale in the Prospectus as supplemented hereby consist of shares that have been
issued or are issuable upon exercise of outstanding warrants or upon conversion or exchange of previously outstanding shares of preferred
stock or convertible notes that were issued to the selling stockholders in past private placements of the Company. We are registering
the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as set
forth in the Prospectus and this Supplement and except for certain ownership of our securities, the selling stockholders have not had
any material relationship with us within the past three years.
The
table below lists the selling stockholders and other information regarding the ownership of the shares of common stock (or warrants exercisable
into shares of common stock) by the selling stockholders. The second column lists the number of shares of common stock (including shares
of common stock issuable upon exercise of outstanding warrants) owned by the selling stockholders prior to the date of this Supplement.
The third column lists the shares of common stock (including shares of common stock issuable upon exercise of outstanding warrants) being
offered by the Prospectus as amended by this Supplement by the selling stockholders. The fourth and fifth columns list the number and
percentage, respectively, of shares of common stock owned by the selling stockholders assuming the sale of all of the shares that may
be sold pursuant to the Prospectus, based on their ownership as of the date of this Supplement, based on 8,513,662 shares of common stock
outstanding, and assuming the sale of all of the shares offered by the selling stockholders pursuant to the Prospectus as supplemented
hereby.
The
term “selling stockholder” also includes any transferees, pledges, donees, or other successors in interest to the selling
stockholders named in the table below. To our knowledge, subject to applicable community property laws, each person named in the table
has sole voting and investment power with respect to the common stock set forth opposite such person’s name. We will file a supplement
to the Prospectus (or a post-effective amendment hereto, if necessary) to name successors to any named selling stockholder who is able
to use the Prospectus to resell the securities registered hereby.
Name of Selling Stockholder
|
|
Number of
Shares
Owned Prior
to Offering(1)
|
|
|
Maximum
Number of
Shares to be
Sold
Pursuant to
this
Prospectus
|
|
|
Number of
Shares
Owned
After
Offering(2)
|
|
|
Percentage
of
Shares
Owned After
Offering(2)
|
|
Anson Investments Master Fund LP (3)
|
|
|
123,365
|
|
|
|
123,365
|
|
|
|
-
|
|
|
|
*
|
%
|
Empery Asset Master, LTD (4)
|
|
|
65,771
|
|
|
|
60,768
|
|
|
|
5,003
|
|
|
|
*
|
|
Empery Tax Efficient III, LP (5)
|
|
|
45,438
|
|
|
|
41,982
|
|
|
|
3,456
|
|
|
|
*
|
|
Empery Tax Efficient, LP (6)
|
|
|
22,314
|
|
|
|
20,617
|
|
|
|
1,697
|
|
|
|
*
|
|
Intracoastal Capital, LLC (7)
|
|
|
123,365
|
|
|
|
123,365
|
|
|
|
-
|
|
|
|
*
|
|
Warberg WF IX LP (8)
|
|
|
6,729
|
|
|
|
6,729
|
|
|
|
-
|
|
|
|
*
|
|
Warberg WF VIII LP (9)
|
|
|
16,875
|
|
|
|
16,875
|
|
|
|
-
|
|
|
|
*
|
|
Fat Boy Capital, LP (10)
|
|
|
156,250
|
|
|
|
156,250
|
|
|
|
-
|
|
|
|
*
|
|
The Special Equities Opportunity Fund, LLC (11)
|
|
|
40,000
|
|
|
|
40,000
|
|
|
|
-
|
|
|
|
*
|
|
Iroquois Master Fund Ltd. (12)
|
|
|
15,625
|
|
|
|
15,625
|
|
|
|
-
|
|
|
|
*
|
|
Iroquois Capital Investment Group LLC (13)
|
|
|
31,250
|
|
|
|
31,250
|
|
|
|
-
|
|
|
|
*
|
|
Anson Investments Master Fund LP (3)
|
|
|
69,114
|
|
|
|
69,114
|
|
|
|
-
|
|
|
|
*
|
|
Warberg WF IX LP (8)
|
|
|
34,077
|
|
|
|
32,677
|
|
|
|
1,400
|
|
|
|
*
|
|
Warberg WF VIII LP (9)
|
|
|
23,465
|
|
|
|
21,785
|
|
|
|
1,681
|
|
|
|
*
|
|
Intracoastal Capital, LLC (14)
|
|
|
69,114
|
|
|
|
69,114
|
|
|
|
-
|
|
|
|
*
|
|
Spartan Capital Securities, LLC (15)
|
|
|
5,139
|
|
|
|
5,139
|
|
|
|
-
|
|
|
|
*
|
|
Robert L. Malin
|
|
|
2,524
|
|
|
|
2,524
|
|
|
|
-
|
|
|
|
*
|
|
Jason Diamond
|
|
|
7,753
|
|
|
|
7,753
|
|
|
|
-
|
|
|
|
*
|
|
The Mark Hefley Living Trust (16)
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
*
|
|
Ken Baker
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
*
|
|
Emil J. Fanelli Jr.
|
|
|
4,000
|
|
|
|
4,000
|
|
|
|
-
|
|
|
|
*
|
|
Matthew D. Lowery
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
*
|
|
Shores Oil Company (17)
|
|
|
8,000
|
|
|
|
8,000
|
|
|
|
-
|
|
|
|
*
|
|
James S. Kiening
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
*
|
|
Philip Whitfield Faucette II
|
|
|
2,000
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
*
|
|
Grzegorz Wieczerzak
|
|
|
4,000
|
|
|
|
4,000
|
|
|
|
-
|
|
|
|
*
|
|
David S. Nagelberg 2003 Revocable Trust
|
|
|
8,000
|
|
|
|
8,000
|
|
|
|
-
|
|
|
|
*
|
|
Sergey Gogin
|
|
|
18,634
|
|
|
|
18,634
|
|
|
|
-
|
|
|
|
*
|
|
William J. Peck
|
|
|
6,210
|
|
|
|
6,210
|
|
|
|
-
|
|
|
|
*
|
|
Catalytic Capital, LLC (18)
|
|
|
3,105
|
|
|
|
3,105
|
|
|
|
-
|
|
|
|
*
|
|
NYFF Investors, LLC (19)
|
|
|
4,940
|
|
|
|
4,940
|
|
|
|
-
|
|
|
|
*
|
|
Viktoriia Malyshkina
|
|
|
207
|
|
|
|
207
|
|
|
|
-
|
|
|
|
*
|
|
Nata Solutions Inc. (20)
|
|
|
2,070
|
|
|
|
2,070
|
|
|
|
-
|
|
|
|
*
|
|
Michael Semidubersky (21)
|
|
|
621
|
|
|
|
621
|
|
|
|
-
|
|
|
|
*
|
|
Roman Shteynshlyuger
|
|
|
828
|
|
|
|
828
|
|
|
|
-
|
|
|
|
*
|
|
Daniel Tulbovich (22)
|
|
|
839
|
|
|
|
839
|
|
|
|
-
|
|
|
|
*
|
|
Chen Lu Yi
|
|
|
414
|
|
|
|
414
|
|
|
|
-
|
|
|
|
*
|
|
Jose D. Rios (23)
|
|
|
164
|
|
|
|
164
|
|
|
|
-
|
|
|
|
*
|
|
Matthew D. Lowery
|
|
|
2,070
|
|
|
|
2,070
|
|
|
|
-
|
|
|
|
*
|
|
Wallace Johnson
|
|
|
5,175
|
|
|
|
5,175
|
|
|
|
-
|
|
|
|
*
|
|
Brian FitzPatrick
|
|
|
7,245
|
|
|
|
7,245
|
|
|
|
-
|
|
|
|
*
|
|
Thomas Hackl
|
|
|
3,105
|
|
|
|
3,105
|
|
|
|
-
|
|
|
|
*
|
|
Secured and Collateralized Lending LLC (24)
|
|
|
2,070
|
|
|
|
2,070
|
|
|
|
-
|
|
|
|
*
|
|
COVA Capital Partners, LLC (25)
|
|
|
300
|
|
|
|
300
|
|
|
|
-
|
|
|
|
*
|
|
Jonathan Gazdak (26)
|
|
|
548
|
|
|
|
548
|
|
|
|
-
|
|
|
|
*
|
|
Rocco Guidicipietro (27)
|
|
|
176
|
|
|
|
176
|
|
|
|
-
|
|
|
|
*
|
|
Joseph Amato (28)
|
|
|
176
|
|
|
|
176
|
|
|
|
-
|
|
|
|
*
|
|
Stephen Walsh (29)
|
|
|
49
|
|
|
|
49
|
|
|
|
-
|
|
|
|
*
|
|
Chris Carlin (30)
|
|
|
557
|
|
|
|
557
|
|
|
|
-
|
|
|
|
*
|
|
Legend Securities, Inc. (31)
|
|
|
1,649
|
|
|
|
1,649
|
|
|
|
-
|
|
|
|
*
|
|
Arthur Coffey (32)
|
|
|
1,507
|
|
|
|
1,507
|
|
|
|
-
|
|
|
|
*
|
|
Jody Eisenman (33)
|
|
|
1,192
|
|
|
|
1,192
|
|
|
|
-
|
|
|
|
*
|
|
Leone G.I.S. LLC (34)
|
|
|
967
|
|
|
|
967
|
|
|
|
-
|
|
|
|
*
|
|
Jesse Krapf (35)
|
|
|
8
|
|
|
|
8
|
|
|
|
-
|
|
|
|
*
|
|
Val Rayevsky (36)
|
|
|
8
|
|
|
|
8
|
|
|
|
-
|
|
|
|
*
|
|
Mike Nessim (37)
|
|
|
33
|
|
|
|
33
|
|
|
|
-
|
|
|
|
*
|
|
Kevin Jones (38)
|
|
|
8
|
|
|
|
8
|
|
|
|
-
|
|
|
|
*
|
|
Newbridge Securities Corporation (39)
|
|
|
81
|
|
|
|
81
|
|
|
|
-
|
|
|
|
*
|
|
Juan R Rivero
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
Alan Augenstein
|
|
|
363
|
|
|
|
363
|
|
|
|
-
|
|
|
|
*
|
|
Frank Ingriselli
|
|
|
1,507
|
|
|
|
1,507
|
|
|
|
-
|
|
|
|
*
|
|
Paul E Linthorst
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
Michael P Quackenbush Jr
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
James Somers
|
|
|
906
|
|
|
|
906
|
|
|
|
-
|
|
|
|
*
|
|
John Klinge
|
|
|
363
|
|
|
|
363
|
|
|
|
-
|
|
|
|
*
|
|
Charles Christensen
|
|
|
544
|
|
|
|
544
|
|
|
|
-
|
|
|
|
*
|
|
Ronald J Ciasulli
|
|
|
906
|
|
|
|
906
|
|
|
|
-
|
|
|
|
*
|
|
Wendell Young
|
|
|
363
|
|
|
|
363
|
|
|
|
-
|
|
|
|
*
|
|
Keith A Belote
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
Kevin MacKenzie
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Amaresh Tripathy
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
James C Leslie
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Euclid P Zurbaran & Cristina Elgarresta JTWROS
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
Joseph A McLauchlan
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Kim E Tobler
|
|
|
363
|
|
|
|
363
|
|
|
|
-
|
|
|
|
*
|
|
Frederick M Kelso
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Joseph C Atkinson
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Michael Fahey
|
|
|
257
|
|
|
|
725
|
|
|
|
-
|
|
|
|
*
|
|
Miles E Everson
|
|
|
1,359
|
|
|
|
1,359
|
|
|
|
-
|
|
|
|
*
|
|
Emilio DiMatteo & Jessica DiMatteo JTWROS
|
|
|
453
|
|
|
|
553
|
|
|
|
-
|
|
|
|
*
|
|
James
Eric Nicely & Karen B Nicely JTWROS
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Justin
C Lefevre
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Dennis
T Whalen & Linda P Whalen JTWROS
|
|
|
906
|
|
|
|
906
|
|
|
|
-
|
|
|
|
*
|
|
Todd
J Anderson
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Saurabh
Mundhra
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
Michael
Snow
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Michael
J Muldoon & Pamela J Muldoon JTWROS
|
|
|
906
|
|
|
|
906
|
|
|
|
-
|
|
|
|
*
|
|
Mark
A Herndon & Sarah Herndon JTWROS
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Russell
Moore
|
|
|
544
|
|
|
|
544
|
|
|
|
-
|
|
|
|
*
|
|
David
B Oneill
|
|
|
544
|
|
|
|
544
|
|
|
|
-
|
|
|
|
*
|
|
Andrew
Nolan
|
|
|
544
|
|
|
|
544
|
|
|
|
-
|
|
|
|
*
|
|
Jonathan
Gralnick
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Neil
T Brigham
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
Rayford
Baines High III
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Adan
Martinez
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Raymond
C Fossett
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Yogesh
Gupta
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Xavier
Aguirre
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Joseph
M Diangelo
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Kevin
A Healy
|
|
|
544
|
|
|
|
544
|
|
|
|
-
|
|
|
|
*
|
|
Jeffrey
M Kammerer
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Jeffrey
E Kuhlin
|
|
|
363
|
|
|
|
363
|
|
|
|
-
|
|
|
|
*
|
|
Dennis
D Howarter & Pamela J Howarter JTWROS
|
|
|
906
|
|
|
|
906
|
|
|
|
-
|
|
|
|
*
|
|
Keith
Jackson
|
|
|
906
|
|
|
|
906
|
|
|
|
-
|
|
|
|
*
|
|
Matthew
W Cambi
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
Samir
Mammadov
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Dennis
Lam
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Peter
D Raymond
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Bryan
J Gersack
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
Donald
P Farve
|
|
|
363
|
|
|
|
363
|
|
|
|
-
|
|
|
|
*
|
|
James
R Aldridge
|
|
|
634
|
|
|
|
634
|
|
|
|
-
|
|
|
|
*
|
|
Gregory
G Galdi
|
|
|
906
|
|
|
|
906
|
|
|
|
-
|
|
|
|
*
|
|
Paul
P Frank III & Colleen B Frank JTWROS
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
TTEE
Patrick John Gregory Revocable Trust DTD 6-26-90
|
|
|
906
|
|
|
|
906
|
|
|
|
-
|
|
|
|
*
|
|
Jorge
Morazzani
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
Steven
L Krueger
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Scott
Wiehle
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Rich
Shappard
|
|
|
680
|
|
|
|
680
|
|
|
|
-
|
|
|
|
*
|
|
Charles
P Arnold
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Kevin
J Schwartz
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
John
M Brady
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Kurtis
Krentz
|
|
|
544
|
|
|
|
544
|
|
|
|
-
|
|
|
|
*
|
|
Paul
G Elie
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
John
J Hancock
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Stephen
E Lawson
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Anthony
J Berni
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
John
E Conway
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Donald
L Hulet
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Richard
J Poccia
|
|
|
725
|
|
|
|
725
|
|
|
|
-
|
|
|
|
*
|
|
Donald P Sesterhenn
|
|
|
725
|
|
|
|
725
|
|
|
|
-
|
|
|
|
*
|
|
Philip A Garland
|
|
|
634
|
|
|
|
634
|
|
|
|
-
|
|
|
|
*
|
|
The Roberts Fund
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Dennis M Scullin
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
Daniel M Valerio
|
|
|
544
|
|
|
|
544
|
|
|
|
-
|
|
|
|
*
|
|
James Douglas Summa
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Carlo Alberci
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Edmond Allen Morrison
|
|
|
544
|
|
|
|
544
|
|
|
|
-
|
|
|
|
*
|
|
Anthony D Johnston
|
|
|
363
|
|
|
|
363
|
|
|
|
-
|
|
|
|
*
|
|
Michael Burwell
|
|
|
906
|
|
|
|
906
|
|
|
|
-
|
|
|
|
*
|
|
Peter A Casey
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
Laurence M Pfeffer
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Ballington Living Trust DTD 8-5-14
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Stephen V Zawoyski
|
|
|
363
|
|
|
|
363
|
|
|
|
-
|
|
|
|
*
|
|
Marios Karayannis
|
|
|
363
|
|
|
|
363
|
|
|
|
-
|
|
|
|
*
|
|
Jeffrey J Kiley
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
John W Stadtler
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Alexandre N Palma
|
|
|
363
|
|
|
|
363
|
|
|
|
-
|
|
|
|
*
|
|
Robert J Calabro
|
|
|
363
|
|
|
|
363
|
|
|
|
-
|
|
|
|
*
|
|
Alok Mahajan
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
David A Fitz
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
James M Koch
|
|
|
634
|
|
|
|
634
|
|
|
|
-
|
|
|
|
*
|
|
Paul Quattrocchi
|
|
|
182
|
|
|
|
182
|
|
|
|
-
|
|
|
|
*
|
|
Gary Sterbinsky
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
Donald Cameron
|
|
|
906
|
|
|
|
906
|
|
|
|
-
|
|
|
|
*
|
|
Sameer Shirsekar
|
|
|
363
|
|
|
|
363
|
|
|
|
-
|
|
|
|
*
|
|
Joseph Michalczyk
|
|
|
544
|
|
|
|
544
|
|
|
|
-
|
|
|
|
*
|
|
Mario Dellaera
|
|
|
906
|
|
|
|
906
|
|
|
|
-
|
|
|
|
*
|
|
David Petterson
|
|
|
906
|
|
|
|
906
|
|
|
|
-
|
|
|
|
*
|
|
Jose M Ramirez Roman
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Mark W Boyer
|
|
|
906
|
|
|
|
906
|
|
|
|
-
|
|
|
|
*
|
|
Joseph Quattrocchi
|
|
|
182
|
|
|
|
182
|
|
|
|
-
|
|
|
|
*
|
|
Scott J Gehsmann
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Stephen E Gray
|
|
|
272
|
|
|
|
272
|
|
|
|
-
|
|
|
|
*
|
|
Alan W Page
|
|
|
453
|
|
|
|
453
|
|
|
|
-
|
|
|
|
*
|
|
Alexander Capital, L.P. (40)
|
|
|
3,400
|
|
|
|
3,400
|
|
|
|
-
|
|
|
|
*
|
|
Greg Calvino
|
|
|
600
|
|
|
|
600
|
|
|
|
-
|
|
|
|
*
|
|
Horberg Enterprises LP
|
|
|
600
|
|
|
|
600
|
|
|
|
-
|
|
|
|
*
|
|
Thomas Koenig
|
|
|
120
|
|
|
|
120
|
|
|
|
-
|
|
|
|
*
|
|
*Less
than 1%.
(1)
|
The
“Number of Shares Owned Prior to Offering” is based upon the number of shares of common stock (including shares of common
stock issuable upon exercise of outstanding warrants registered hereby) as previously disclosed by each selling stockholder. This
column does not include any other securities that a selling stockholder may hold, including any other warrants that such selling
stockholder may hold, that are not applicable to this registration statement.
|
(2)
|
The
“Number of Shares Owned After Offering” assumes the sale of all of the shares offered by the Selling Stockholders pursuant
to the Prospectus. The “Percentage of Shares Owned After Offering” are based on 8,513,662 shares of our common stock
outstanding and assumes for each Selling Stockholder that all shares registered for such Selling Stockholder in the Prospectus as
supplemented hereby are issued to the Selling Stockholders and sold and assuming the exercise of all warrants, held by the applicable
Selling Stockholders. This column does not include any other securities that a selling stockholder may hold, including any other
warrants that such selling stockholder may hold, that are not applicable to this registration statement.
|
(3)
|
Anson
Advisors Inc. and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson”),
hold voting and dispositive power over the Common Shares held by Anson. Bruce Winson is the managing member of Anson Management GP
LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc.
Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership of these Common Shares except to the extent of their pecuniary
interest therein. The principal business address of Anson is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road,
George Town, Grand Cayman KY1-9008, Cayman Islands.
|
|
|
(4)
|
Empery
Asset Management LP, the authorized agent of Empery Asset Master Ltd (“EAM”), has discretionary authority to vote and
dispose of the shares held by EAM and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their
capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power
over the shares held by EAM. EAM, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.
|
|
|
(5)
|
Empery
Asset Management LP, the authorized agent of Empery Tax Efficient III, LP (“ETE III”), has discretionary authority to
vote and dispose of the shares held by ETE III and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan
Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and
voting power over the shares held by ETE III. ETE III, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.
|
|
|
(6)
|
Empery
Asset Management LP, the authorized agent of Empery Tax Efficient, LP (“ETE”), has discretionary authority to vote and
dispose of the shares held by ETE and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their
capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power
over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.
|
|
|
(7)
|
Mitchell
P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital
LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are
held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the securities reported herein
that are held by Intracoastal.
|
|
|
(8)
|
Daniel
Warsh is the Manager of Warberg WF IX LP and has the voting and investment control over the securities held by Warberg WF VII LP.
|
|
|
(9)
|
Daniel
Warsh is the Manager of Warberg WF VIII LP and has the voting and investment control over the securities held by Warberg WF VIII
LP.
|
|
|
(10)
|
David
Jenkins has the voting and investment control over the securities held by Fat Boy Capital, LP.
|
|
|
(11)
|
Jonathan
Schechter, Joseph Reda and Andrew Arno share voting and investment control over the securities held by The Special Equities Opportunity
Fund, LLC.
|
|
|
(12)
|
Iroquois
Capital Management L.L.C. is the investment manager of Iroquois Master Fund, Ltd. Iroquois Capital Management, LLC has voting control
and investment discretion over securities held by Iroquois Master Fund. As Managing Members of Iroquois Capital Management, LLC,
Richard Abbe and Kimberly Page make voting and investment decisions on behalf of Iroquois Capital Management, LLC in its capacity
as investment manager to Iroquois Master Fund Ltd. As a result of the foregoing, Mr. Abbe and Mrs. Page may be deemed to have beneficial
ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by Iroquois
Capital Management and Iroquois Master Fund.
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(13)
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Richard
Abbe is the managing member of Iroquois Capital Investment Group LLC. Mr. Abbe has voting control and investment discretion over
securities held by Iroquois Capital Investment Group LLC. As such, Mr. Abbe may be deemed to be the beneficial owner (as determined
under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the securities held by Iroquois Capital Investment Group
LLC.
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(14)
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Mitchell
P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital
LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are
held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the securities reported herein
that are held by Intracoastal.
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(15)
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John
D. Lowry has the voting and investment control over the securities held by Spartan Capital Securities, LLC.
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(16)
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Mark
Hefley has the voting and investment control over the securities held by The Mark Hefley Living Trust.
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(17)
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Doug
Shore has the voting and investment control over the securities held by Shores Oil Company.
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(18)
|
Catalytic
Capital, LLC purchased the securities in the ordinary course of business, and at the time of the purchase of the securities, did
not have any agreements or understandings, directly or indirectly, with any purchase to distribute the securities. Catalytic Capital,
LLC is located at 135 Oceana Drive East, Apartment 4E, Brooklyn, New York 11235, Care of Dmitriy Shapiro.
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(19)
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NYFF
Investors, LLC is located at 585 Stewart Avenue, Suite 302, Garden City, New York 11530, Care of Adam B. Kaufman, Esq.
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(20)
|
Nata
Solutions, Inc. purchased the securities in the ordinary course of business, and at the time of the purchase of the securities, did
not have any agreements or understandings, directly or indirectly, with any purchase to distribute the securities. Natalia Shapiro
is the President of Nata Solutions Inc. Nata Solutions Inc. is located at 170 Coleridge Street, Brooklyn, New York 11235.
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(21)
|
Mr.
Semidubersky purchased the securities in the ordinary course of business, and at the time of the purchase of the securities, did
not have any agreements or understandings, directly or indirectly, with any purchase to distribute the securities.
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(22)
|
Mr.
Tulbovich purchased the securities in the ordinary course of business, and at the time of the purchase of the securities, did not
have any agreements or understandings, directly or indirectly, with any purchase to distribute the securities.
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(23)
|
Mr.
Rios purchased the securities in the ordinary course of business, and at the time of the purchase of the securities, did not have
any agreements or understandings, directly or indirectly, with any purchase to distribute the securities.
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(24)
|
Sean
FitzPatrick is the sole member of Secured and Collateralized Lending LLC. Secured and Collateralized Lending LLC is located at 100
Golf House Road, Haverford, Pennsylvania 19041.
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(25)
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COVA
Capital Partners, LLC is a broker-dealer and is also an affiliate of a broker-dealer. COVA Capital Partners, LLC purchased the securities
in the ordinary course of business, and at the time of the purchase of the securities, did not have any agreements or understandings,
directly or indirectly, with any purchase to distribute the securities. Edward T. Gibstein is the Chief Executive Officer of COVA
Capital Partners, LLC and has voting and dispositive power over the securities held by it. COVA Capital Partners, LLC is located
at 6851 Jericho Turnpike Suite 120A, Syosset, New York 11791.
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(26)
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Jonathan
Gazdak is the Managing Director of Alexander Capital, L.P. which acted as a placement agent for our note financing. Jonathan Gazdak
is an affiliate of a broker-dealer. He purchased the securities in the ordinary course of business, and at the time of the purchase
of the securities, did not have any agreements or understandings, directly or indirectly, with any purchase to distribute the securities.
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(27)
|
Rocco
Guidicipietro is affiliated with Alexander Capital, L.P. which acted as a placement agent for our note financing. Rocco Guidicipietro
is an affiliate of a broker-dealer. He purchased the securities in the ordinary course of business, and at the time of the purchase
of the securities, did not have any agreements or understandings, directly or indirectly, with any purchase to distribute the securities.
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(28)
|
Joseph
Amato is affiliated with Alexander Capital, L.P. which acted as a placement agent for our note financing. Joseph Amato is an affiliate
of a broker-dealer. He purchased the securities in the ordinary course of business, and at the time of the purchase of the securities,
did not have any agreements or understandings, directly or indirectly, with any purchase to distribute the securities.
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(29)
|
Stephen
Walsh is affiliated with Alexander Capital, L.P. which acted as a placement agent for our note financing. Stephen Walsh is an affiliate
of a broker-dealer. He purchased the securities in the ordinary course of business, and at the time of the purchase of the securities,
did not have any agreements or understandings, directly or indirectly, with any purchase to distribute the securities.
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(30)
|
Chris
Carlin is affiliated with Alexander Capital, L.P. which acted as a placement agent for our note financing. Chris Carlin is an affiliate
of a broker-dealer. He purchased the securities in the ordinary course of business, and at the time of the purchase of the securities,
did not have any agreements or understandings, directly or indirectly, with any purchase to distribute the securities.
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(31)
|
Legend
Securities, Inc. acted as a placement agent for our Series A preferred stock financing. Legend Securities, Inc. is a broker-dealer.
Legend Securities, Inc. is located at 45 Broadway 32nd Floor, New York, NY 10006.
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(32)
|
Mr.
Coffey acted as a placement agent for our Series A preferred stock financing. Mr. Coffey is an affiliate of a broker-dealer.
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(33)
|
Mr.
Eisenman is affiliated with Newbridge Securities Corporation which was a placement agent for our Series A and Series B preferred
stock financings. Mr. Eisenman is an affiliate of a broker-dealer. He purchased the securities in the ordinary course of business,
and at the time of the purchase of the securities, did not have any agreements or understandings, directly or indirectly, with any
purchase to distribute the securities.
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(34)
|
Leone
G.I.S. LLC acted as a referral company for our Series A preferred stock and B preferred stock financings. Leone G.I.S. LLC is a broker-dealer.
Eugene Bilotti controls Leone G.I.S. LLC which is located at 34 Marina Dr. Bayonne, NJ 07002.
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(35)
|
Jesse
Krapf is affiliated with Newbridge Securities Corporation which acted as a placement agent for our Series B preferred stock financing.
Jesse Krapf is an affiliate of a broker-dealer.
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|
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(36)
|
Val
Rayevsky is affiliated with Newbridge Securities Corporation which acted as a placement agent for our Series B preferred stock financing.
Val Rayevsky is an affiliate of a broker-dealer.
|
|
|
(37)
|
Mike
Nessim is affiliated with Newbridge Securities Corporation which acted as a placement agent for our Series B preferred stock financing.
Mike Nessim is an affiliate of a broker-dealer.
|
|
|
(38)
|
Kevin
Jones is affiliated with Newbridge Securities Corporation which acted as a placement agent for our Series B preferred stock financing.
Kevin Jones is an affiliate of a broker-dealer.
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|
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(39)
|
Newbridge
Securities Corporation acted as a placement agent for our Series B preferred stock financing. Bruce Jordan is the Managing Director
of Newbridge Securities Corporation and has voting and dispositive power over the securities held by it. Newbridge Securities Corporation
is a broker-dealer. Newbridge Securities Corporation is located at 5200 Town Center Circle Tower 1, Suite 306, Boca Raton, FL 33486.
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(40)
|
Includes
59,130 shares of common stock issuable upon exercise of warrants. Alexander Capital, L.P. was the placement agent for the issuance
of notes in 2018. Jonathan Gazdak is the Managing Director of Alexander Capital, L.P. which is a broker-dealer. It purchased the
securities in the ordinary course of business, and at the time of the purchase of the securities, did not have any agreements or
understandings, directly or indirectly, with any purchase to distribute the securities.
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