HANCOCK JAFFE LABORATORIES, INC. : Conclusion of a material definitive agreement, financial statements and supporting documents (form 8-K)

Item 1.01 Conclusion of a Material Definitive Agreement

At September 3, 2021, Hancock Jaffe Laboratories, Inc. (the “Company”) has entered into a securities purchase agreement (the “Purchase Agreement”) with a fund managed by Insightful advisers, an institutional investor (the “Investor”), with the aim of raising approximately $ 20 million in gross product for the Company. Pursuant to the terms of the purchase agreement, the Company has agreed to sell, under a direct offer recorded at market price under Nasdaq rules, a total of 781,615 shares (the “Shares”) of the ordinary shares. of the Company, of nominal value $ 0.00001 per share (the “ordinary shares”), at a purchase price per share of
$ 7,872 and pre-funded warrants (the “pre-funded warrants”) to purchase a total of 1,759,035 ordinary shares at a purchase price per pre-funded subscription of $ 7.8719. The pre-financed warrants may be exercised immediately on the issue date at an exercise price of $ 0.0001 per share and may be exercised at any time until all pre-funded warrants are fully exercised.

The sales of these securities under the purchase agreement are expected to close on or about September 9, 2021, subject to customary closing conditions.

Ladenburg Thalmann & Co. Inc. acts as the exclusive placement agent (the “Placement Agent”) for the Company, on a “best reasonable efforts” basis, in connection with the offering. In accordance with this placement agency contract, dated September 3, 2021, by and between the Company and the Placement Agent (the “Placement Agency Agreement”), the Placement Agent will be entitled to a cash commission of 8.0% of the total gross proceeds of the offering, the placement agent’s warrants (the “Placement Agent’s Warrants”) to purchase a number of common shares equal to 6.0% of the total number of shares and pre-funded warrants sold in under the offer at an exercise price of 125% of the offer price per share with an expiration date five years from the effective date of the shelf registration statement, and reimbursement of certain reimbursable expenses up to $ 60,000.

The net proceeds to the Company from the registered direct offering, after deducting the fees and expenses of the Placing Agent but before paying the Company’s estimated offering costs, should be approximately $ 18.2 million. The Company intends to use the net proceeds of the offering for general corporate purposes and general working capital, including, without limitation, the clinical development of VenoValve.

In accordance with the Purchase Agreement, with the exception of certain exemptions, the Company refrains from issuing ordinary shares or equivalents of ordinary shares for fifty days after closing and from entering into variable rate transactions. for a period of six months from closing.

The shares and pre-funded warrants were offered and sold by the Company pursuant to a prospectus supplement which has been filed with the Security and Trade Commission (the “SEC”) on September 7, 2021 in connection with a withdrawal of the current registration statement of the Company on Form S-3, which has been filed with the SECOND to April 7, 2020 and subsequently declared in force on April 16, 2020 (File No. 333-237592) (the “Registration Statement”).

The forms of the purchase contract, the placement agency contract, the pre-funded subscription warrant and the placement agent’s warrant are respectively filed as exhibits 10.1, 10.2, 4.1 and 4.2 of this current report. on form 8-K. The above summaries of the terms of these documents are subject to, and qualified in their entirety by, those documents, which are incorporated herein by reference.

Legal advice and consent from Ellenoff Grossman & Schole LLP relating to securities is filed as Exhibit 5.1 of this current report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

Below is a list of the attachments included in this current report.


4.1    Form of Pre-Funded Warrant
4.2    Form of Placement Agent Warrant
5.1    Opinion of Ellenoff Grossman & Schole LLP
10.1   Form of Securities Purchase Agreement
10.2   Form of Placement Agency Agreement
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

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