Current Report Filing (8-k)
26 March 2020 - 8:01AM
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): March 20, 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
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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Warrant
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 3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On
March 20, 2020, Hancock Jaffe Laboratories, Inc. (the “Company”) received a notice (the “Notice”)
from the Staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that, based upon the Staff’s determination, the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1)
because, based on the reported total stockholders’ equity in its Annual Report on Form 10-K for the year ended December
31, 2019, the Company did not have a minimum of $2,500,000 in stockholders’ equity for continued listing on Nasdaq (the
“Stockholders’ Equity Requirement”). Specifically, the Company’s total stockholders’ equity
as of the year ended December 31, 2019 was approximately $989,940. The Company is required to submit to Nasdaq a plan to regain
compliance with the Stockholders’ Equity Requirement for the Staff’s consideration by no later than May 4, 2020.
The
Company intends to timely submit a compliance plan for the Staff’s review. If the Staff accepts the plan, the Staff may
grant the Company an extension of up to 180 calendar days from the date of the Notice (the “Extension Period”) to
evidence compliance with the Stockholders’ Equity Requirement. If the Staff does not accept the Company’s plan, the
Company may request a hearing, at which hearing it would present its plan to a Nasdaq Hearings Panel and request the continued
listing of its securities on Nasdaq pursuant to and pending the completion of such plan. During the pendency of the hearing process,
the Company’s securities would continue to be listed on Nasdaq.
The
Company anticipates regaining compliance with the Stockholders’ Equity Requirement prior to or during the Extension Period.
However, there can be no assurance that the Company will be able to satisfy the Stockholders’ Equity Requirement.
Forward-Looking
Statements
The
information above includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of
historical facts, included herein are forward-looking statements. These forward-looking statements may be identified by their
use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,”
“believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,”
“potential,” “should,” “could,” and similar terms and phrases. Although the Company believes
that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks
and uncertainties. These forward-looking statements represent the Company’s current expectations or beliefs concerning future
events, and it is possible that the results described in this release will not be achieved. These forward-looking statements are
subject to certain risks, uncertainties and assumptions identified in this release or as disclosed from time to time in the Company’s
filings with the Securities and Exchange Commission (the “SEC”). Factors that could cause actual results to differ
from the Company’s expectations include uncertainties relating to the ability of the Company to cure any delinquencies in
compliance with Nasdaq listing rules; risks relating to the substantial costs and diversion of personnel’s attention and
resources due to these matters; and other factors described in the Company’s filings with the SEC. As a result of these
factors, actual results may differ materially from those indicated or implied by forward-looking statements. Any forward-looking
statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation
to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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:
March 25, 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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