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
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