Item 1.01 Entry into a Material Definitive Agreement.





Public Offering

On July 17, 2020, Hancock Jaffe Laboratories, Inc., a Delaware corporation (the "Company," "our," "we," or "us"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Ladenburg Thalmann & Co. Inc., as representative of the several underwriters named therein (the "Underwriters"), relating to a firm commitment public offering (the "Public Offering") of 12,500,000 units (the "Units"), consisting of an aggregate of (i) 12,500,000 shares (the "Firm Shares") of common stock, par value $0.00001 per share (the "Common Stock"), and (ii) warrants to purchase up to 12,500,000 shares of Common Stock (the "Firm Warrants"), at a public offering price of $0.32 per Unit. Pursuant to the terms of the Underwriting Agreement, the Underwriters also exercised their overallotment option in full, purchasing an additional 1,875,000 shares of Common Stock (the "Option Shares"; and, together with the Firm Shares, the "Shares") and warrants to purchase up to 1,875,000 shares of Common Stock (the "Option Warrants"; and, together, with the Firm Warrants, the "Warrants"), for an aggregate purchase of 14,375,000 Shares and Warrants to purchase up to 14,375,000 shares of Common Stock. After giving effect to these transactions, the Company has 38,324,333 shares of Common Stock outstanding (not assuming the exercise of the Warrants).

The Warrants have an initial exercise price of $0.32 per share, subject to customary adjustments, and will expire seven years from the date of issuance. The Warrants are exercisable on the date that we file an amendment to our amended and restated certificate of incorporation to reflect our stockholders' approval of either an increase in the number of our authorized shares of common stock or a reverse stock split (the "Stockholder Approval Date"), in either case in an amount sufficient to permit the exercise in full of the Warrants.

The offering of the Units is being made pursuant to our registration statement on Form S-1, as amended (File No. 333- 239658) (the "Registration Statement"), which the Securities and Exchange Commission declared effective on July 16, 2020.

The Underwriting Agreement contains customary representations, warranties, covenants, agreements, and indemnification, including for liabilities under the Securities Act of 1933, as amended. In addition, pursuant to the terms of the Underwriting Agreement, each of our officers and directors have entered into "lock-up" agreements with the Underwriters that generally prohibit the sale, transfer, or other disposition of our securities, without the prior written consent of the Underwriters, for a period of ninety (90) days following the announcement of the Public Offering. We have also agreed in the Underwriting Agreement (a) to similar lock-up restrictions on the issuance and sale of our securities for the earlier of (i) ninety (90) days following the closing date of the Public Offering, and (ii) fifteen (15) days following the stockholders meeting relating to the Stockholder Approval Date, and (b) restrictions on consummating variable rate transactions for the earlier of (i) ninety (90) days following the closing date of the Public Offering, and (ii) fifteen (15) days following stockholders meeting relating to the Stockholder Approval Date, although we will be permitted to issue stock options or stock awards to directors, officers and employees under our existing plans.

Certain investors in the Public Offering agreed with the representative of the Underwriters to enter into a lock-up and voting agreement (the "Lock-Up and Voting Agreements") whereby each such investor is subject to a lock-up period through July 21, 2020. Additionally, those investors have agreed to vote all shares of common stock each beneficially owns on the closing date of the Public Offering, including the Shares, with respect to any proposals presented to the stockholders of the Company. Additionally, certain investors that have agreed to enter into the Lock-Up and Voting Agreements will as consideration for their waiver of certain rights described in those certain Securities Purchase Agreements dated April 24, 2020, and June 1, 2020, be issued unregistered warrants substantially similar to the Warrants and the Private Warrants (as defined below) sold in the Public Offering and Private Placement (as defined below), respectively, except that such warrants will have a term of five (5) years, will have an exercise price equal to $0.37 per share and carry piggy-back registration rights. The number of shares of common stock underlying such warrants will be equal to the dollar amount subscribed by such investor in the Public Offering and/or the concurrent private placement (described below), multiplied by 1.5, which equates to warrants to purchase up to an aggregate of 3,495,000 shares of Common Stock.

Pursuant to the Underwriting Agreement, we also issued to the Underwriters as compensation a warrant (the "Underwriters' Warrant") to purchase up to 750,000 shares of Common Stock (the "Underwriters' Warrant Shares"). The Underwriters' Warrant and Underwriters' Warrant Shares were registered pursuant to the Registration Statement.

In connection with the Public Offering, we also entered into a Warrant Agent Agreement (the "Warrant Agent Agreement") with VStock Transfer, LLC, as warrant agent. The Warrants were issued in registered form pursuant to the Warrant Agent Agreement and, initially, are issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee is the sole registered holder of the Warrants, subject to the holder's right to receive a warrant in certificated form pursuant to the terms of the Warrant Agent Agreement. . . .

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated herein by reference into this Item 3.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

The information set forth in Item 1.01 above is incorporated herein by reference into this Item 5.03.




Item 8.01 Other Events

As a result of the transactions discussed above, the Company believes it has regained compliance with the minimum $2.5 million stockholders' equity threshold for continued listing on The Nasdaq Capital Market as of the date of this filing.





The following table sets forth our capitalization assumed as of March 31, 2020
on an actual basis; and on an as-adjusted basis, giving effect to these
transactions.



                                                       Actual          As Adjusted
                                                                       (unaudited)
Cash                                               $      720,131     $    4,453,131
Stockholder's Equity
Preferred Stock, par value $0.00001 per share
(10,000,000 shares authorized; no shares issued
and outstanding, actual; 4,205,405 shares issued
and outstanding, as adjusted)                                   -                 42
Common Stock, par value $0.00001 per share
(50,000,000 shares authorized; 19,231,857 shares
issued and outstanding, actual; 29,231,857
shares issued and outstanding, as adjusted)        $          192     $          336
Additional paid-in capital                         $   57,332,868     $   62,518,862
Accumulated deficit                                $  (57,347,683 )   $  (57,347,683 )
Total Stockholders' Equity (Deficiency)            $      (14,623 )   $    5,171,557
Total Capitalization                               $      (14,623 )   $    5,171,557

The Company is awaiting Nasdaq's confirmation of such compliance and will provide additional disclosure upon receipt of a compliance determination from Nasdaq.

On July 17, 2020, the Company issued a press release announcing the pricing of the Offerings. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01. On July 21, 2020, the Company issued a press release announcing the closing of the Offerings. A copy of the press release issued by the Company is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 8.01

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits.




Exhibit        Description
Number

    3.1          Certificate of Designations for Series C Convertible Preferred
               Stock, filed with the Secretary of State of the State of Delaware
               on July 20, 2020

    4.1          Form of Warrant Agent Agreement, between the Company and VStock
               Transfer, LLC

    99.1         Press Release, dated July 17, 2020

    99.2         Press Release, dated July 21, 2020

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