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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Hancock Jaffe Laboratories, Inc.    HJLI

HANCOCK JAFFE LABORATORIES, INC.

(HJLI)
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HANCOCK JAFFE LABORATORIES, INC. : Submission of Matters to a Vote of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

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09/16/2020 | 05:29pm EDT

Item 5.07 Submission of Matters to a Vote of Security Holders.

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       Shares Voted Against       Shares Abstaining       Broker Non-Vote
     28,765,012                 664,766                   276,219              5,135,126



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 Votes Against Abstentions Broker Non-Vote

  28,583,989          983,024            138,984            5,135,126



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      Shares Voted Against       Abstentions
                  33,114,166               1,516,622              210,335



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 Votes Against Abstentions Broker Non-Vote

  24,376,732         1,145,664          4,183,601          5,135,126



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 Votes Against Abstentions Broker Non-Vote

  24,377,993         1,153,445          4,174,559          5,135,126



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        Votes Against       Abstentions
                     33,061,249         1,563,657           216,217

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

          Year.



On September 16, 2020, following receipt of stockholder approval at the Special Meeting, the Company filed the Fifth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (i) increasing the number of authorized shares of common stock by 200,000,000 shares from 50,000,000 to 250,000,000 and (ii) reducing the vote required to amend, repeal or adopt any provisions of the A&R Certificate of Incorporation from 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. The Fifth Amended and Restated Certificate of Incorporation is attached to this Current Report as Exhibit 3.1. All descriptions of the Fifth Amended and Restated Certificate herein are qualified in their entirety to the text of Exhibit 3.1 hereto, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits


The following exhibits are filed with this Current Report on Form 8-K:



Exhibit No.   Description



3.1 Fifth Amended and Restated Certificate of Incorporation

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 - - -
Net income 2020 -6,48 M - -
Net Debt 2020 - - -
P/E ratio 2020 -2,02x
Yield 2020 -
Capitalization 17,8 M 17,8 M -
Capi. / Sales 2020 -
Capi. / Sales 2021 -
Nbr of Employees 12
Free-Float 93,8%
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Technical analysis trends HANCOCK JAFFE LABORATORIES, INC.
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Mean consensus BUY
Number of Analysts 1
Average target price 2,10 $
Last Close Price 0,44 $
Spread / Highest target 373%
Spread / Average Target 373%
Spread / Lowest Target 373%
EPS Revisions
Managers
NameTitle
Robert Andrew Berman Chief Executive Officer & Director
Craig T. Glynn Chief Financial Officer
Marc H. Glickman Chief Medical Officer & Senior Vice President
Brian Roselauf Director-Research & Development
Francis Duhay Independent Director
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