UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HANCOCK JAFFE LABORATORIES, INC. | |
| Dated: September 8, 2021 | /s/ Robert A. Berman |
| Robert A. Berman | |
| Chief Executive Officer |