Current Report Filing (8-k)
December 21 2020 - 4:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 17, 2020
Hancock
Jaffe Laboratories, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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|
001-38325
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33-0936180
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(State
or other jurisdiction
|
|
(Commission
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|
(I.R.S.
Employer
|
of
incorporation)
|
|
File
Number)
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|
Identification
No.)
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70
Doppler
Irvine,
California 92618
(Address
of principal executive offices) (Zip Code)
(949)
261-2900
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.00001 per share
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HJLI
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The
NASDAQ Stock Market LLC
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Warrants
to Purchase Common Stock
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HJLIW
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The
NASDAQ Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
December 17, 2020, Hancock Jaffe Laboratories, Inc. (the “Company”) completed its 2020 annual meeting of stockholders
(the “Annual Meeting”). The number of shares entitled to vote at the Annual Meeting was 54,230,849, including shares
of common stock, shares of Series C convertible preferred stock and restricted stock awards outstanding as of the record date
(the “Voting Stock”). The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting
was 32,129,039 shares. At the Annual Meeting, the Company’s stockholders (i) elected Mr. Robert C. Gray as a Class III director,
(ii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2020, and (iii) approved an amendment to the Company’s Amended and Restated 2016 Omnibus Incentive
Plan to increase the number of shares authorized to be awarded under the plan to 600,000 shares and to change the date of the
annual 3% automatic increase of shares available under the plan from April 26 to January 1. The following is a tabulation of the
voting on the proposals presented at the Annual Meeting:
Proposal
No. 1 – Election of Class III director
Mr.
Robert C. Gray was elected as a Class III director to serve for a three-year term that expires at the 2023 annual meeting of stockholders
or until his successor is elected and qualified or until his earlier death, incapacity, removal or resignation. The voting results
were as follows:
Shares Voted For
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Shares Voted Against
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Shares Abstaining
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Broker Non-Vote
|
|
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11,818,317
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|
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0
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|
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2,932,357
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|
|
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17,378,365
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|
Proposal
No. 2 – Ratification of the appointment of independent registered public accounting firm
The
appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2020 was ratified. The voting results were as follows:
Shares Voted For
|
|
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Shares Voted Against
|
|
|
Shares Abstaining
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|
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Broker Non-Vote
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28,710,064
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|
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2,849,306
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569,669
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0
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Proposal
No. 3 – Amendment to Amended and Restated 2016 Omnibus Incentive Plan
The
amendment to the Company’s Amended and Restated 2016 Omnibus Incentive Plan to increase the number of shares authorized
to be awarded under the plan to 600,000 shares and to change the date of the annual 3% automatic increase of shares available
under the plan from April 26 to January 1, was approved. The voting results were as follows:
Shares Voted For
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|
|
Shares Voted Against
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|
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Shares Abstaining
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|
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Broker Non-Vote
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9,197,344
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|
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5,166,874
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|
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386,456
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|
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17,378,365
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|
Item 8.01 Other Events
On
December 21, 2020, the Company announced that it regained compliance with the minimum bid price requirement and all other criteria
for continued listing on The NASDAQ Stock Market. 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.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
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.
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HANCOCK
JAFFE LABORATORIES, INC.
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Dated:
December 21, 2020
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/s/
Robert A. Berman
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Robert
A. Berman
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Chief
Executive Officer
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