Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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On
September 15, 2020, Hancock Jaffe Laboratories, Inc. (the “Company”) completed a special meeting of stockholders (the
“Special Meeting”). The number of shares of stock entitled to vote at the Special Meeting was 38,324,333 shares of
common stock and 4,205,406 shares of Preferred Stock (the “Voting Stock”). The number of shares of Voting Stock present
or represented by valid proxy at the Special Meeting was 34,841,123 shares or approximately 82% of the Voting Stock. At the Special
Meeting, the Company’s stockholders (i) approved an amendment to the Company’s Amended and Restated Certificate of
Incorporation (the “A&R Certificate of Incorporation”) to increase the aggregate number of authorized shares of
common stock by 200,000,000 shares from 50,000,000 to 250,000,000 shares; (ii) approved an amendment to the A&R Certificate
of Incorporation to reduce the vote required to amend, repeal, or adopt any provisions of the A&R Certificate of Incorporation
from the approval of 66 2/3% of the voting power of the shares of the then outstanding voting stock of the Company entitled to
vote to a majority of such shares; (iii) approved a reverse stock split of the Company’s common stock at a ratio of between
one-for-five and one-for-twenty-five, with such ratio to be determined at the sole discretion of the Company’s Board of
Directors (the “Board”) and with such reverse stock split to be effected at such time and date, if at all, as determined
by the Board in its sole discretion; (iv) approved if necessary, for purposes of complying with applicable Nasdaq Listing Rules,
the potential issuance of more than 20% of the Company’s issued and outstanding common stock in connection with the private
placement of 4,205,406 shares of the Company’s Series C Convertible Preferred Stock and unregistered warrants to purchase
up to an aggregate of 6,078,125 shares of common stock; (v) approved if necessary, for purposes of complying with applicable Nasdaq
Listing Rules, the potential issuance of more than 20% of the Company’s issued and outstanding common stock in connection
with the issuance of unregistered warrants to purchase up to an aggregate of 3,495,000 shares of common stock with respect to
the waiver of certain rights of the purchaser signatories to those certain Securities Purchase Agreements, dated April 24, 2020,
and June 1, 2020; and (vi) approved the adjournment of the Special Meeting for any purpose, including to solicit additional proxies
in favor of the foregoing proposals if there were not sufficient votes to approve the foregoing proposals. The following is a
tabulation of the voting on the proposals presented at the Special Meeting:
Proposal
No. 1 – Increase of authorized shares of common stock
The
amendment to the A&R Certificate of Incorporation to increase the number of authorized shares of common stock by 200,000,000
shares from 50,000,000 to 250,000,000 shares, was approved.
The
voting results were as follows:
Shares
Voted For
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Shares
Voted Against
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Shares
Abstaining
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Broker
Non-Vote
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28,765,012
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664,766
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276,219
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5,135,126
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Proposal
No. 2 – Approval of charter amendment to reduce the vote required to amend, repeal or adopt provisions
The
amendment to the A&R Certificate of Incorporation to reduce the vote required to amend, repeal, or adopt any provisions of
the A&R Certificate of Incorporation from the approval of 66 2/3% of the voting power of the shares of the then outstanding
voting stock of the Company entitled to vote to a majority of such shares, was approved.
The
voting results were as follows:
Votes
For
|
|
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Votes
Against
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|
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Abstentions
|
|
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Broker
Non-Vote
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28,583,989
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983,024
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|
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138,984
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5,135,126
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Proposal
No. 3 – Approval of the reverse stock split
A
reverse stock split of the Company’s common stock at a ratio of between one-for-five and one-for-twenty five, with such
ratio to be determined at the sole discretion of the Board and with such reverse stock split to be effected at such time and date,
if at all, as determined by the Board in its sole discretion, was approved.
The
voting results were as follows:
Shares
Voted For
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Shares
Voted Against
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Abstentions
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33,114,166
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1,516,622
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210,335
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Proposal
No. 4 – First Nasdaq proposal
If
necessary, for purposes of complying with applicable Nasdaq Listing Rules, the potential issuance of more than 20% of the Company’s
issued and outstanding common stock in connection with the private placement of 4,205,406 shares of the Company’s Series
C Convertible Preferred Stock and unregistered warrants to purchase up to an aggregate of 6,078,125 shares of common stock was
approved.
The
voting results were as follows:
Votes
For
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Votes
Against
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|
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Abstentions
|
|
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Broker Non-Vote
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24,376,732
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|
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1,145,664
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|
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4,183,601
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|
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5,135,126
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Proposal
No. 5 – Second Nasdaq proposal
If
necessary, for purposes of complying with applicable Nasdaq Listing Rules, the potential issuance of more than 20% of the Company’s
issued and outstanding common stock in connection with the issuance of unregistered warrants to purchase up to an aggregate of
3,495,000 shares of common stock with respect to the waiver of certain rights of the purchaser signatories to those certain Securities
Purchase Agreements, dated April 24, 2020, and June 1, 2020, was approved.
The
voting results were as follows:
Votes
For
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Votes
Against
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Abstentions
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Broker Non-Vote
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24,377,993
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1,153,445
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4,174,559
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5,135,126
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Proposal
No. 6 – Adjournment of the meeting to solicit additional proxies
The
adjournment of the Special Meeting for any purpose, including to solicit additional proxies if there were insufficient votes at
the time of the Special Meeting to approve the foregoing proposals, was approved.
The
voting results were as follows:
Votes
For
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Votes
Against
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Abstentions
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33,061,249
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1,563,657
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216,217
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