SEC Form 424B3 filed by Hancock Jaffe Laboratories, Inc.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-252874

Prospectus Supplement No. 1 to Prospectus

of

Hancock Jaffe Laboratories, Inc.

4,628,262 Shares of Common Stock

This Prospectus Supplement, dated August 6, 2021 (this “Supplement”), supplements the prospectus filed as part of the Post-Effective Amendment No. 1 on Form S-3 to Form S-1 filed by Hancock Jaffe Laboratories, Inc. (the “Company”, “us”, “our” or “we”) with the Securities and Exchange Commission (the “SEC”) on April 30, 2021 (the “Prospectus”), relating to:

● The primary issuance by the Company of up to 2,957,142 shares of common stock issuable upon exercise of the warrants issued by the Company in a registered public offering on registration statements on Form S-1 (File Nos. 333-251528 and 333-252874) that were declared effective by the SEC on February 8, 2021.

● The resale of up to 381,309 shares of common stock issuable upon exercise of the warrants issued by the Company on October 9, 2020 in a private placement of warrants that occurred concurrently with a registered offering of shares of common stock, all of which were registered for resale on the Company’s registration statement on Form S-1, as amended (File No. 333-249942), that was declared effective by the SEC on November 30, 2020.

● The resale of up to 243,125 shares of common stock issued in exchange for 4,205,406 shares of Series C Convertible Preferred Stock issued by the Company on July 21, 2020 in a private placement, all of which were registered for resale on the Company’s registration statement on Form S-1, as amended (File No. 333-249942), that was declared effective by the SEC on November 30, 2020.

● The primary issuance by the Company of up to 575,000 shares of common stock issuable upon exercise of the warrants issued by the Company in a registered public offering on a registration statement on Form S-1 (File No. 333-239658) that was declared effective by the SEC on July 16, 2020.

● The resale of up to 52,000 shares of common stock sold by the Company in a private placement offering that closed on February 25, 2020, all of which were registered for resale on the Company’s registration statement on Form S-1 (File No. 333-239195) that was declared effective by the SEC on June 23, 2020.

● The resale of up to (i) 75,472 shares of common stock issuable upon exercise of the warrants issued by the Company on April 28, 2020 in a private placement of warrants that occurred concurrently with a registered offering of shares of common stock and (ii) 6,038 shares of common stock issuable upon exercise of the warrants issued by the Company to the placement agent as consideration for such offering, all of which were registered for resale on the Company’s registration statement on Form S-1 (File No. 333-239195) that was declared effective by the SEC on June 23, 2020.

● The resale of up to (i)117,217 shares of common stock issuable upon exercise of the warrants issued by the Company on June 3, 2020 in a private placement of warrants that occurred concurrently with a registered offering of shares of common stock and (ii) 9,378 shares of common stock issuable upon exercise of the warrants issued by the Company to the placement agent as consideration for such offering, all of which were registered for resale on the Company’s registration statement on Form S-1 (File No. 333-239195) that was declared effective by the SEC on June 23, 2020.

● The resale of up to (i)12,329 shares of common stock that the Company issued upon the conversion of certain convertible notes and (ii) 11,779 shares of common stock issuable upon exercise of certain warrants to purchase shares of common stock at an exercise price of $105.00 per share originally issued to the holders and the placement agent of the convertible notes, all of which were registered for resale on the Company’s registration statement on Form S-1 (File No. 333-225570) that was originally declared effective by the SEC on June 20, 2018.

● The primary issuance of up to (i) 52,572 shares of common stock issuable upon exercise of the warrants issued by the Company in the Company’s initial public offering and (ii) 2,629 shares of common stock issuable upon exercise of the warrants issued to the underwriters as compensation in the Company’s initial public offering, all of which were registered on the Company’s registration statement on Form S-1 (File No. 333-220372) that was declared effective by the SEC on May 30, 2018.

● The resale of up to (i) 54,793 shares of common stock that the Company issued upon the conversion of certain convertible notes, (ii) 57,728 shares of common stock issuable upon exercise of certain warrants to purchase shares of common stock and (iii) 2,500 shares of common stock held by certain selling stockholders, all of which were registered for resale on the Company’s registration statement on Form S-1 (file No. 333-220372) that was declared effective by the SEC on May 30, 2018.

● The primary issuance of up to (i) 16,429 shares of common stock issuable upon exercise of the warrants issued by the Company in the Company’s initial public offering and (ii) 822 shares of common stock issuable upon exercise of the warrants issued to the underwriters as compensation in the Company’s initial public offering, all of which were registered on the Company’s registration statement on Form S-1MEF (file No. 333-225296) that was filed with the SEC on May 31, 2018.

The purposes of this Supplement is to update the selling stockholder table included in the Prospectus.

You should read this Supplement in conjunction with the Prospectus. This Supplement is qualified by reference to the Prospectus, except to the extent the information in this Supplement supersedes the information contained in the Prospectus.

Our common stock is quoted on the Nasdaq Capital Market under the symbol “HJLI”. On August 4, 2021, the closing sales price of our common stock on the Nasdaq Capital Market was $6.01 per share.

The shares held by selling stockholders and described in the Prospectus may be offered from time to time by any or all of the selling stockholders through ordinary brokerage transactions, in negotiated transactions or in other transactions, at such prices as such selling stockholder may determine, which may relate to market prices prevailing at the time of sale or be a negotiated price. See “Plan of Distribution” in the Prospectus. Sales may be made through brokers or to dealers, who are expected to receive customary commissions or discounts. We will not control or determine the price at which a selling stockholder decides to sell its shares. Brokers or dealers effecting transactions in these shares should confirm that the shares are registered under applicable state law or that an exemption from registration is available.

The selling stockholders and participating brokers and dealers may be deemed to be “underwriters” within the meaning of the Securities Act, in which event any profit on the sale of shares of those selling stockholders and any commissions or discounts received by those brokers or dealers may be deemed to be underwriting compensation under the Securities Act.

We are an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings.

You should carefully read and consider the risk factors beginning on page 10 of the Prospectus and under Item 1A beginning on page 8 of our Annual Report on Form 10-K for the year ended December 31, 2020 for risks relating to investment in the Company’s securities.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this Supplement. Any representation to the contrary is a criminal offense.

The information set forth under the caption “Selling Stockholders” in the Prospectus is amended and restated in its entirety as set forth below and is provided for the primary purpose of updating the table of selling stockholders contained in the Prospectus.

The date of this Supplement is August 6, 2021

SELLING STOCKHOLDERS

The shares of common stock that have been registered for resale in the Prospectus as supplemented hereby consist of shares that have been issued or are issuable upon exercise of outstanding warrants or upon conversion or exchange of previously outstanding shares of preferred stock or convertible notes that were issued to the selling stockholders in past private placements of the Company. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as set forth in the Prospectus and this Supplement and except for certain ownership of our securities, the selling stockholders have not had any material relationship with us within the past three years.

The table below lists the selling stockholders and other information regarding the ownership of the shares of common stock (or warrants exercisable into shares of common stock) by the selling stockholders. The second column lists the number of shares of common stock (including shares of common stock issuable upon exercise of outstanding warrants) owned by the selling stockholders prior to the date of this Supplement. The third column lists the shares of common stock (including shares of common stock issuable upon exercise of outstanding warrants) being offered by the Prospectus as amended by this Supplement by the selling stockholders. The fourth and fifth columns list the number and percentage, respectively, of shares of common stock owned by the selling stockholders assuming the sale of all of the shares that may be sold pursuant to the Prospectus, based on their ownership as of the date of this Supplement, based on 8,513,662 shares of common stock outstanding, and assuming the sale of all of the shares offered by the selling stockholders pursuant to the Prospectus as supplemented hereby.

The term “selling stockholder” also includes any transferees, pledges, donees, or other successors in interest to the selling stockholders named in the table below. To our knowledge, subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the common stock set forth opposite such person’s name. We will file a supplement to the Prospectus (or a post-effective amendment hereto, if necessary) to name successors to any named selling stockholder who is able to use the Prospectus to resell the securities registered hereby.

*Less than 1%.