Item 1.01 Entry into a Material Definitive Agreement
On September 3, 2021, Hancock Jaffe Laboratories, Inc. (the "Company") entered
into a Securities Purchase Agreement (the "Purchase Agreement") with a fund
managed by Perceptive Advisors, an institutional investor (the "Investor"), for
the purpose of raising approximately $20 million in gross proceeds for the
Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to
sell, in a registered direct offering priced at the market under Nasdaq rules,
an aggregate of 781,615 shares (the "Shares") of the Company's common stock, par
value $0.00001 per share (the "Common Stock"), at a purchase price per Share of
$7.872 and Pre-Funded Warrants (the "Pre-Funded Warrants") to purchase an
aggregate of 1,759,035 shares of Common Stock at a purchase price per Pre-Funded
Warrant of $7.8719. The Pre-Funded Warrants will be exercisable immediately on
the date of issuance at an exercise price of $0.0001 per share and may be
exercised at any time until all of the Pre-Funded Warrants are exercised in
full.
The closing of the sales of these securities under the Purchase Agreement is
expected to occur on or about September 9, 2021, subject to customary closing
conditions.
Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent (the
"Placement Agent") for the Company, on a "reasonable best efforts" basis, in
connection with the offering. Pursuant to that certain Placement Agency
Agreement, dated as of 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 fee of 8.0% of the aggregate gross proceeds of the offering,
placement agent warrants (the "Placement Agent Warrants") to purchase a number
of shares of Common Stock equal to 6.0% of the aggregate number of Shares and
Pre-Funded Warrants sold in the offering at an exercise price of 125% of the
offering price per Share with an expiration date five years from the effective
date of the shelf registration statement, and the reimbursement of certain
out-of-pocket expenses up to $60,000.
The net proceeds to the Company from the registered direct offering, after
deducting the Placement Agent's fees and expenses but before paying the
Company's estimated offering expenses, are expected to be approximately $18.2
million. The Company intends to use the net proceeds from the offering for
general corporate purposes and general working capital including, without
limitation, clinical development of the VenoValve.
Pursuant to the Purchase Agreement, except for certain exemptions, the Company
is prohibited from issuing common stock or common stock equivalents for fifty
days after the closing and from engaging in variable rate transactions for a
period of six months from the closing.
The Shares and Pre-Funded Warrants were offered and sold by the Company pursuant
to a prospectus supplement which was filed with the Securities and Exchange
Commission (the "SEC") on September 7, 2021 in connection with a takedown from
the Company's effective shelf registration statement on Form S-3, which was
filed with the SEC on April 7, 2020 and subsequently declared effective on April
16, 2020 (File No. 333-237592) (the "Registration Statement").
The forms of the Purchase Agreement, the Placement Agency Agreement, the
Pre-Funded Warrant, and the Placement Agent Warrant are filed as Exhibits 10.1,
10.2, 4.1, and 4.2 respectively, to this Current Report on Form 8-K. The
foregoing summaries of the terms of these documents are subject to, and
qualified in their entirety by, such documents, which are incorporated herein by
reference.
The legal opinion and consent of Ellenoff Grossman & Schole LLP relating to the
securities is filed as Exhibit 5.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Set forth below is a list of Exhibits included as part of 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)
© Edgar Online, source Glimpses