UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Hancock Jaffe Laboratories, Inc.
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
41015N106
(CUSIP Number)
Fatboy Capital, LP
9611 North US Highway One
Box 390
Sebastian, FL 32958
(973) 426-0300
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 11, 2020
(Date of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. □
Note: Schedules filed in
paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule.13d-7 for other parties
to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP
No. 41015N106
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13D
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Page 1 of 7
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1. Names of Reporting Persons.
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Fatboy Capital, LP
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2. Check the Appropriate Box if a Member of a
Group
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(a)
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(b)
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3. SEC Use Only
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4. Source of Funds
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WC
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
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Delaware
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power
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0
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8. Shared Voting Power
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156,250
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9. Sole Dispositive Power
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0
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10. Shared Dispositive Power
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156,250
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person
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156,250
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
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☐
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13. Percent of Class Represented by Amount in Row
(11)
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6.9%
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14. Type of Reporting Person
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PN
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CUSIP
No. 41015N106
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13D
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Page 2 of 7
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1. Names of Reporting Persons.
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SeaCap Management, LLC
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2. Check the Appropriate Box if a Member of a
Group
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(a)
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(b)
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3. SEC Use Only
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4. Source of Funds
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AF
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
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New
Jersey
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power
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0
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8. Shared Voting Power
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156,250
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9. Sole Dispositive Power
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0
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10. Shared Dispositive Power
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156,250
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person
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156,250
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
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☐ |
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13. Percent of Class Represented by Amount in Row
(11)
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6.9%
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14. Type of Reporting Person
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OO
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CUSIP
No. 41015N106
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13D
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Page 3 of 7
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1. Names of Reporting Persons.
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David A. Jenkins
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2. Check the Appropriate Box if a Member of a
Group
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(a)
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(b)
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3. SEC Use Only
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4. Source of Funds
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AF
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5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
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United
States
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Number of Shares
Beneficially
Owned by
Each Reporting
Person With:
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7. Sole Voting Power
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0
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8. Shared Voting Power
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156,250
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9. Sole Dispositive Power
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0
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10. Shared Dispositive Power
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156,250
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11. Aggregate Amount Beneficially Owned by Each
Reporting Person
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156,250
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
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☐ |
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13. Percent of Class Represented by Amount in Row
(11)
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6.9%
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14. Type of Reporting Person
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IN
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CUSIP
No. 41015N106
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13D
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Page 4 of 7
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the
Common Stock, par value $0.00001 per share (the “Common Stock”), of
Hancock Jaffe Laboratories, Inc. (the “Issuer”). The
principal executive offices of the Issuer are located at 70
Doppler, Irvine, CA 92618.
ITEM 2. IDENTITY AND BACKGROUND
This Statement on
Schedule 13D is filed jointly by Fatboy Capital, LP (“Fatboy”),
SeaCap Management, LLC (“SeaCap”), and David A. Jenkins (together
with Fatboy and SeaCap, the “Reporting Persons”).
The shares of Common
Stock are held by Fatboy. SeaCap is the sole general partner
of Fatboy. Mr. Jenkins is the managing member of SeaCap. Each of
SeaCap and Mr. Jenkins disclaim beneficial ownership within the
meaning of Section 16 of the Securities Exchange Act of 1934, as
amended, or otherwise of such portion of the Common Stock in which
they have no pecuniary interest.
The address of each of
Mr. Jenkins, Fatboy, and SeaCap is 9611 North US Highway One, Box
390, Sebastian, FL 32958.
Fatboy is principally
engaged in the business of investment in securities. SeaCap is
principally engaged in serving as the sole general partner of
Fatboy. Mr. Jenkins is principally engaged as the founder and
chairman of the board of Catheter Precision, Inc. (“Catheter
Precision”), a private medical device company focused on
cardiovascular diseases.
None of the Reporting
Persons have, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors) or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
Fatboy is a Delaware
limited partnership. SeaCap is a New Jersey limited liability
company. Mr. Jenkins is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information set forth in Item 4 is incorporated by reference
herein. Fatboy used working capital as the source of funds for the
purchase of the Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
On May 22, 2020, the Issuer and
Catheter Precision executed a non-binding letter of intent to merge
the Issuer with Catheter Precision (the “Merger”).
Mr. Jenkins is principally engaged as the founder and chairman
of the board of Catheter Precision. On July 17, 2020, Fatboy purchased shares of
Series C Convertible Preferred Stock (the “Preferred Stock”) of the
Issuer in exchange for $1,000,000 in a private placement, as
reported in the Issuer’s Current Report on Form 8-K filed with the
Securities and Exchange Commission (the “SEC”) on July 21, 2020.
The Preferred Stock was convertible, upon the satisfaction of
certain conditions, at the option of the Issuer into 3,906,250
shares of Common Stock. Fatboy entered the investment with the
intent of holding the Preferred Stock, or the Common Stock received
upon conversion, as a long term investment in conjunction with the
Merger.
On November 24, 2020, the Issuer and Fatboy entered into an
exchange agreement, pursuant to which Fatboy agreed to exchange all
of its holdings of Preferred Stock for 3,906,250 shares of Common
Stock.
On November 30, 2020, the Issuer effectuated a one-for-twenty five
(1:25) reverse stock split of the Issuer’s Common Stock, as
reported in the Issuer’s Current Report on Form 8-K filed with the
SEC on December 2, 2020. Accordingly, Fatboy’s entitlement to
receive Common Stock pursuant to the exchange agreement was
adjusted to 156,250 shares of Common Stock.
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CUSIP
No. 41015N106
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13D
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Page 5 of 7
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On December 7, 2020, the Issuer informed Fatboy that the Issuer was
terminating the negotiation of the Merger. Accordingly, Fatboy
intends to hold the Common Stock as marketable equity securities
with no long term intent to hold for investment purposes. On
December 11, 2020, Fatboy received the 156,250 shares of Common
Stock reported in this Statement on Schedule 13D.
The Reporting Persons intend to
review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the
Issuer’s financial position and investment strategy, the price
levels of the Common Stock, conditions in the securities markets
and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their
investment in the Issuer as they deem appropriate. In
addition, the Reporting Persons may, at any time and from time to
time, (i) review or reconsider their position and/or change their
purpose and/or formulate plans or proposals with respect thereto
and (ii) propose or consider one or more of the actions described
in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Fatboy is the holder of record
of 156,250 shares of Common Stock of the Issuer. Each
of SeaCap and Mr. Jenkins disclaim beneficial ownership of any shares of
the Issuer’s Common Stock owned of record by JCP, in each case
except to the extent of any pecuniary interest therein, and this
report shall not be deemed an admission that any such entity is the
beneficial owner of or has any pecuniary interest in, such
securities for purposes of Section 16 of the Securities Exchange
Act of 1934, as amended, or for any other purpose.
(a) See also the
information contained on the cover pages of this Statement on
Schedule 13D, which is incorporated herein by reference. The
percentage of Common Stock reported as beneficially owned by each
Reporting Person is based on 2,234,143 shares of Common Stock
outstanding as of November 30, 2020, as disclosed in the Issuer’s
Current Report on Form 8-K filed with the SEC on December 2,
2020.
(b) Sole power to vote or to direct the vote:
0 for all Reporting Persons
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Shared
power to vote or to direct the vote:
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Fatboy:
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6.9%
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SeaCap:
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6.9%
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Mr. Jenkins:
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6.9%
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Sole power to dispose or to direct the disposition of:
0 for all Reporting Persons
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Shared
power to dispose or to direct the disposition:
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Fatboy:
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6.9%
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SeaCap:
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6.9%
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Mr. Jenkins:
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6.9%
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(c) The information set forth in Item 3 above is
incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The information in Items 3
and 4 is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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CUSIP
No. 41015N106
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13D
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Page 6 of 7
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: December 16, 2020
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David A. Jenkins
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/s/ David A.
Jenkins
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Fatboy Capital,
LP
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By:
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SeaCap Management,
LLC,
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its general
partner
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By:
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/s/ David A.
Jenkins
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Name:
David A. Jenkins
Title:
Managing Member
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SeaCap Management,
LLC
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By:
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/s/ David A.
Jenkins
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Name:
David A. Jenkins
Title:
Managing Member
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CUSIP
No. 41015N106
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13D
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Page 7 of 7
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