CUSIP No: 41015N304
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. ____)*
Hancock Jaffe Laboratories, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
41015N304
(CUSIP Number)
February 9, 2021
(Date of Event Which Requires Filing of this statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*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 the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for purposes 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).
CUSIP No: 41015N304
|
|
(1) |
NAMES OF REPORTING PERSONS |
|
|
| |
|
CVI
Investments, Inc. |
|
|
|
|
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
|
(SEE
INSTRUCTIONS) |
|
(a) ¨ |
|
(b) ¨ |
|
|
|
|
(3) |
SEC USE ONLY |
|
|
|
|
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
| |
|
Cayman
Islands |
| |
|
|
|
NUMBER OF |
(5) |
SOLE VOTING POWER |
|
|
| SHARES |
0 |
|
|
|
|
BENEFICIALLY |
(6) |
SHARED VOTING
POWER ** |
|
|
|
|
435,714 |
| OWNED BY |
|
|
|
| EACH |
(7) |
SOLE
DISPOSITIVE POWER |
|
|
| REPORTING |
0 |
|
|
|
| PERSON
WITH |
(8) |
SHARED
DISPOSITIVE POWER ** |
|
|
|
|
435,714 |
|
|
|
|
|
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
435,714 |
|
|
|
| |
(10) |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
|
¨ |
|
|
| |
(11) |
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
5.6% |
|
|
|
|
| |
(12) |
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
|
|
|
|
CO |
** Heights Capital Management, Inc. is the investment manager to
CVI Investments, Inc. and as such may exercise voting and
dispositive power over these shares.
CUSIP No: 41015N304
|
|
(1) |
NAMES OF REPORTING PERSONS |
|
|
| |
|
Heights
Capital Management, Inc. |
| |
|
|
|
|
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| |
|
(SEE
INSTRUCTIONS) |
|
(a) ¨ |
|
(b) ¨ |
|
|
|
|
(3) |
SEC USE ONLY |
| |
|
|
|
|
(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
| |
|
Delaware |
| |
|
|
|
NUMBER OF |
(5) |
SOLE VOTING POWER |
|
|
| SHARES |
0 |
|
|
|
|
BENEFICIALLY |
(6) |
SHARED VOTING
POWER ** |
|
|
| OWNED BY |
435,714 |
| |
|
| |
|
|
| EACH |
(7) |
SOLE
DISPOSITIVE POWER |
|
|
| REPORTING |
0 |
|
|
|
|
|
| PERSON
WITH |
(8) |
SHARED
DISPOSITIVE POWER ** |
|
|
|
|
435,714 |
|
|
|
|
|
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
435,714 |
|
|
|
|
| |
(10) |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) |
|
¨ |
|
|
| |
(11) |
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
|
|
5.6% |
|
|
|
|
| |
(12) |
TYPE OF
REPORTING PERSON (SEE INSTRUCTIONS) |
| |
|
|
|
|
|
CO |
** Heights Capital Management, Inc. is the investment manager to
CVI Investments, Inc. and as such may exercise voting and
dispositive power over these shares.
CUSIP No: 41015N304
Item 1.
|
|
Hancock
Jaffe Laboratories, Inc. (the “Company”) |
|
(b) |
Address
of Issuer’s Principal Executive Offices |
|
|
70
Doppler, Irvine, California 92618 |
Item 2(a). Name of Person Filing
| |
This statement
is filed by the entities listed below, who are collectively
referred to herein as “Reporting Persons,” with respect to the
shares of common stock of the Company, $0.00001 par value per share
(the “Shares”). |
|
(i) |
CVI Investments, Inc. |
|
(ii) |
Heights Capital Management, Inc. |
Item 2(b). Address of Principal Business Office or, if none,
Residence
The address of the principal business office of CVI Investments,
Inc. is:
P.O. Box 309GT
Ugland House
South Church Street
George Town
Grand Cayman
KY1-1104
Cayman Islands
The address of the principal business office of Heights Capital
Management, Inc. is:
101 California Street, Suite 3250
San
Francisco, California 94111
Item 2(c). Citizenship
Citizenship is set forth in Row 4 of the cover page for each
Reporting Person hereto and is incorporated herein by reference for
each such Reporting Person.
Item 2(d) Title of Class of Securities
Common stock, $0.00001 par value per share
Item 2(e) CUSIP Number
41015N304
CUSIP No: 41015N304
|
Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |
¨ |
Broker or
dealer registered under Section 15 of the Act (15 U.S.C. 78o). |
|
|
| (b) |
¨ |
Bank as
defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
|
| (c) |
¨ |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c). |
|
|
| (d) |
¨ |
Investment
company registered under Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8). |
|
|
| (e) |
¨ |
An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
| (f) |
¨ |
An employee
benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
|
|
| (g) |
¨ |
A parent
holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
|
|
| (h) |
¨ |
A savings
association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
|
|
|
(i) |
¨ |
A church plan
that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
|
|
| (j) |
¨ |
A non-U.S.
institution in accordance with §240.13d-1(b)(1)(ii)(J); |
|
|
| (k) |
¨ |
Group, in
accordance with Rule 13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with
§240.13d-1(b)(1)(ii)(J), please specify the type of institution:
________________
Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
The information required by Items 4(a) – (c) is set forth in Rows 5
– 11 of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting
Person.
The Company’s Prospectus (Registration Nos. 333-251528 and 333-252874),
filed on February 10, 2021, indicates there were 7,732,208 Shares
outstanding (excluding Shares underlying warrants issued at the
same time) as of the completion of the offering of the Shares
referred to therein.
Heights Capital Management, Inc., which serves as the investment
manager to CVI Investments, Inc., may be deemed to be the
beneficial owner of all Shares owned by CVI Investments, Inc. Each
of the Reporting Persons hereby disclaims any beneficial ownership
of any such Shares, except for their pecuniary interest
therein.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following: ¨
CUSIP No: 41015N304
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the
Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the
best of its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
CUSIP No: 41015N304
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information with
respect to it set forth in this statement is true, complete, and
correct.
Dated: February 19, 2021
| CVI
INVESTMENTS, INC. |
HEIGHTS
CAPITAL MANAGEMENT, INC. |
| |
|
|
By:
Heights Capital Management, Inc. |
By: |
/s/
Brian Sopinsky |
| pursuant
to a Limited Power of |
Name: |
Brian
Sopinsky |
| Attorney,
a copy of which is attached as Exhibit I hereto |
Title: |
Secretary |
|
By: |
/s/
Brian Sopinsky |
|
| Name: |
Brian
Sopinsky |
|
| Title: |
Secretary |
|
CUSIP No: 41015N304
EXHIBIT INDEX
CUSIP No: 41015N304
Exhibit I
LIMITED POWER OF ATTORNEY
THIS LIMITED POWER OF ATTORNEY given on the 16th day of July, 2015
by CVI Investments, Inc. (hereinafter called "the Company"), whose
Registered Office is situated at PO Box 309GT, Ugland House, South
Church Street, George Town, Grand Cayman, Cayman Islands.
WHEREAS, by agreement dated July 16, 2015, by and between the
Company and Heights Capital Management, Inc., the Company expressly
authorized Heights Capital Management, Inc. to enter into
transactions in certain designated areas as defined in the
Discretionary Investment Management Agreement attached hereto
marked "Appendix l."
NOW THIS DEED WITNESSETH that William Walmsley, Director of the
Company, hereby appoints on behalf of the Company the firm of
HEIGHTS CAPITAL MANAGEMENT, INC., which through its officers,
directors and employees is hereby formally granted limited power of
attorney for the purpose of entering into transactions on behalf
and for the account of the Company; and to take all actions on
behalf of the Company as may be necessary to consummate such
transactions, including but not limited to making, negotiating;
signing, endorsing, executing, acknowledging and delivering in the
name of the Company all applications, contracts, agreements, notes,
statements, certificates, proxies and any other instruments of
whatever kind and nature as may be necessary or proper in
connection with the entering into of such transactions, instructing
the transfer of funds where necessary with respect to such
transactions, and performing all of the services specified under
the Discretionary Investment Management Agreement with respect to
such transactions.
IN WITNESS WHEREOF, the Company has caused this Limited Power of
Attorney to take effect on the day and year above written.
| |
CVI
Investments, Inc. |
| |
|
|
|
By: |
/s/
William Walmsley |
| |
|
William
Walmsley, Director |
CUSIP No: 41015N304
EXHIBIT II
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that
the Schedule 13G filed with the Securities and Exchange Commission
on or about the date hereof with respect to the beneficial
ownership by the undersigned of the shares of common stock of
Hancock Jaffe Laboratories, Inc., $0.00001 par value per share, is
being filed, and all amendments thereto will be filed, on behalf of
each of the persons and entities named below in accordance with
Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated as of February 19, 2021
| CVI
INVESTMENTS, INC. |
HEIGHTS
CAPITAL MANAGEMENT, INC. |
| |
|
|
By: Heights
Capital Management, Inc. |
By: |
/s/ Brian
Sopinsky |
| pursuant to a Limited
Power of Attorney |
Name: |
Brian
Sopinsky |
|
Title: |
Secretary |
|
By: |
/s/ Brian
Sopinsky |
|
| Name: |
Brian
Sopinsky |
|
| Title: |
Secretary |
|
