Current Report Filing (8-k)
October 18 2019 - 5:01PM
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): October 14, 2019
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:
☐
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
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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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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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
October 14, 2019, Hancock Jaffe Laboratories, Inc. (the “Company”) received notice from The NASDAQ Stock Market (“Nasdaq”)
indicating that, because the closing bid price for the Company’s common stock has fallen below $1.00 per share for 30 consecutive
business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital
Market under Rule 5550(a)(2) of Nasdaq Listing Rules.
Nasdaq’s
notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market. Pursuant to Nasdaq
Marketplace Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until April
13, 2020, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s
common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to April 13, 2020.
The
Company’s management intends to resolve the situation to allow for continued listing on the Nasdaq Capital Market.
If
the Company does not regain compliance by April 13, 2020, the Company may be eligible for an additional grace period. To qualify,
the Company would be required to meet the continued listing requirements for market value of publicly held shares and all other
initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and provide
written notice of its intention to cure the minimum bid price deficiency during the second compliance period. If the Company meets
these requirements, the Nasdaq staff will grant an additional 180 calendar days for the Company to regain compliance with the
minimum bid price requirement. If the Nasdaq staff determines that the Company will not be able to cure the deficiency, or if
the Company is otherwise not eligible for such additional compliance period, Nasdaq will provide notice that the Company’s
common stock will be subject to delisting. The Company would have the right to appeal a determination to delist its common stock,
and the common stock would remain listed on the Nasdaq Capital Market until the completion of the appeal process.
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:
October 18, 2019
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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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