Hancock Jaffe Laboratories, Inc. (Form: S-1MEF, Received: 05/31/2018 09:23:47)

As filed with the Securities and Exchange Commission on May 31, 2018.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Hancock Jaffe Laboratories, Inc.

(Exact name of registrant as specified in its charter)

Delaware		3841		33-0936180
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

70 Doppler

Irvine, California 92618

(949) 261-2900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert A. Berman

Chief Executive Officer

Hancock Jaffe Laboratories, Inc.

70 Doppler

Irvine, California 92618

(949) 261-2900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael A. Hedge

K&L Gates LLP

1 Park Plaza

Twelfth Floor

Irvine, California 92614

(949) 253-0900

Peter DiChiara

Ross D. Carmel

Carmel, Milazzo & DiChiara LLP

55 West 39 ^th Street, 18th Floor

New York, New York

(212) 658-0458

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-220372

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☒
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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered ⁽¹⁾		Proposed Maximum Offering Price per Unit ⁽³⁾		Proposed Maximum Aggregate Offering Price ⁽³⁾		Amount of Registration Fee ⁽⁸⁾
Units, each consisting of one share of Common Stock, par value $0.00001 per share, and a Warrant to purchase one share of Common Stock ⁽²⁾		410,714	$	5.00	$	2,053,570	$	256
Common Stock included as part of the Units ⁽⁴⁾⁽⁵⁾		—		—		—		—
Warrants to purchase shares of Common Stock included as part of the Units ⁽⁴⁾		—		—		—		—
Common Stock issuable upon exercise of the Warrants ⁽⁵⁾⁽⁶⁾		410,714	$	6.00	$	2,464,284	$	307
Warrants to purchase Common Stock to be issued to the Underwriters ⁽⁴⁾⁽⁷⁾		20,536		—		—		—
Common Stock issuable upon exercise of the Warrants to purchase Common Stock to be issued to the Underwriters ⁽⁵⁾⁽⁶⁾		20,536	$	6.25	$	128,350	$	16
Total:		862,500		—	$	4,646,204	$	579

(1)	The Registrant previously registered securities on a Registration Statement on Form S-1, as amended (File No. 333-220372), which was declared effective on May 30, 2018. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, or the Securities Act, an additional 862,500 securities having a proposed maximum aggregate offering price of $4,646,204 is hereby registered.
(2)	Includes the aggregate offering price of the units that may be issued upon exercise of the underwriters’ over-allotment option and the shares of common stock underlying the warrants included in those over-allotment units.
(3)	Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(a) under the Securities Act.
(4)	No fee required pursuant to Rule 457(g).
(5)	In addition to the shares of common stock set forth in this table, pursuant to Rule 416 under the Securities Act, this registration statement also registers such indeterminate number of shares of common stock as may become issuable upon conversion or exercise of these securities as the same may be adjusted as a result of stock splits, stock dividends, recapitalizations or other similar transactions.
(6)	Determined in accordance with Rule 457(i) based upon the exercise price of the warrants.
(7)	Represents warrants granted to the underwriters to purchase shares of common stock in an amount up to 5% of the number of units sold to the public in the offering. See “Underwriting” contained within the Registration Statement on Form S-1, as amended (File No. 333-220372), for information on underwriting arrangements relating to the offering.
(8)	The Registrant previously paid $5,827 in connection with the filing of the Registration Statement on Form S-1, as amended (File No. 333-220372).

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement on Form S-1 (the “462(b) Registration Statement”) is being filed by Hancock Jaffe Laboratories, Inc. (the “Company”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and relates to the public offering (the “Offering”) of units (“Units”) contemplated by the Registration Statement on Form S-1 (File No. 333-220372) (the “Prior Registration Statement”), which was initially filed on September 7, 2017, and which, as amended, was declared effective by the Securities and Exchange Commission on May 30, 2018. This 462(b) Registration Statement covers the registration of 410,714 Units of the Company to be sold to the public in the Offering, each Unit consisting of one share of common stock, par value $0.00001 per share (“Common Stock”), and a warrant (“Warrant”) to purchase one share of Common Stock, 410,714 shares of Common Stock underlying the Warrants included in the Units, warrants to be issued to the underwriters to purchase 20,536 shares of Common Stock and 20,536 shares of Common Stock underlying such warrants to be issued to the underwriters. 53,571 of the additional Units of the Company registered hereunder are subject to the exercise of the underwriters’ option to purchase additional Units to cover over-allotments, if any. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are hereby incorporated by reference into this 462(b) Registration Statement. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith.

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of K&L Gates LLP.

23.1		Consent of Marcum LLP.

23.2		Consent of K&L Gates LLP (included in Exhibit 5.1).

24.1		Power of Attorney (filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-220372), originally filed with the Securities and Exchange Commission on September 7, 2017 and incorporated by reference herein).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on this 31st day of May, 2018.

	HANCOCK JAFFE LABORATORIES, INC.

	By:	/s/ Robert A. Berman
		Robert A. Berman
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Robert A. Berman	Chief Executive Officer and Director	May 31, 2018
Robert A. Berman	(Principal Executive Officer)

/s/ William R. Abbott	Senior Vice President, Chief Financial Officer	May 31, 2018
William R. Abbott	(Principal Financial Officer and Principal Accounting Officer)

*	Chief Medical Officer, OUS	May 31, 2018
Benedict Broennimann, M.D.

/s/ Yury Zhivilo	Chairman and Director	May 31, 2018
Yury Zhivilo


*	Director	May 31, 2018
Robert A. Anderson


*	Director	May 31, 2018
Robert W. Doyle


*	Director	May 31, 2018
Steven Girgenti

*By:	/s/ Yury Zhivilo
	Yury Zhivilo
	Attorney-in-Fact

K&L Gates llp

1 Park Plaza Twelfth Floor

Irvine, CA 92614

T 949.253.0900 F 949.253.0902

klgates.com

May 31, 2018

Hancock Jaffe Laboratories, Inc.

70 Doppler

Irvine, California 92618

Ladies and Gentlemen:

We have acted as counsel to Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “ Company ”) in connection with the Registration Statement on Form S-1 (File No. 333-220372), originally filed by the Company with the Securities and Exchange Commission (the “ Commission ”) on September 7, 2017 and amended on November 6, 2017, December 5, 2017, December 14, 2017, January 26, 2018, April 16, 2018, May 22, 2018, and May 30, 2018 (as amended, the “ Initial Registration Statement ”), pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), and a Registration Statement on Form S-1 relating to the Initial Registration Statement filed pursuant to Rule 462(b) promulgated under the Securities Act (the “ 462(b) Registration Statement ” and, together with the Initial Registration Statement, the “ Registration Statement ”). The 462(b) Registration Statement relates to the registration of (i) 410,714 units (the “ Units ”), which includes 53,571 Units subject to the underwriters’ option to purchase additional Units to cover over-allotments, if any, each such Unit consisting of (a) one share of the Company’s common stock, par value $0.00001 per share (the “ Common Stock ”), and (b) a warrant (each, a “ Warrant ”) to purchase one share of Common Stock, to be issued under a warrant agreement, to be dated on or about the date of the first issuance of the applicable Warrants thereunder, by and between the Company and VStock Transfer, LLC, as warrant agent (the “ Warrant Agent ”), in substantially the form filed as an exhibit to the Registration Statement (the “ Warrant Agreement ”); (ii) 410,714 shares of Common Stock issued as part of the Units (the “ Shares ”); (iii) 410,714 Warrants issued as part of the Units; (iv) 410,714 shares of Common Stock underlying the Warrants (the “ Warrant Shares ”); (v) warrants to be issued by the Company to the underwriters of the Company named in the Registration Statement to purchase 20,536 shares of Common Stock (the “ Underwriters’ Warrants ”) upon the closing of the public offering pursuant to which the Registration Statement relates; and (vi) 20,536 shares of Common Stock underlying the Underwriters’ Warrants (the “ Underwriters’ Warrant Shares ” and together with the Units, Shares, Warrants, Warrant Shares and Underwriters’ Warrant, the “ Additional Primary Securities ”). The Additional Primary Securities are to be sold by the Company pursuant to a definitive underwriting agreement approved by the Company’s Board of Directors, or a committee thereof, by and between the Company and Network 1 Financial Securities, Inc. (the “ Underwriting Agreement ”). This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

Page 2

May 31, 2018

You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering that opinion, we have examined: (i) the Registration Statement; (ii) the most recent prospectus included in the Registration Statement on file with the Commission as of the date of this opinion letter; (iii) the form of Underwriting Agreement; (iii) the Company’s current Amended and Restated Certificate of Incorporation (as amended, the “ Charter ”) and Bylaws, each of which has been filed with the Commission as an exhibit to the Registration Statement; (iv) the records of the corporate actions of the Company relating to the Registration Statement and the authorization for issuance and sale of the Securities, and matters in connection therewith; (v) the Warrant Agreement, in the form filed with the Commission as an exhibit to the Registration Statement, including the form of the Warrant Certificate attached as an exhibit thereto; and (vi) the Company’s stock and warrant ledgers. We have reviewed such other matters and made such other inquiries as we have deemed necessary to render the opinions expressed herein. For the purposes of this opinion letter, we have assumed that each document submitted to us is accurate and complete, that each such document that is an original is authentic, that each such document that is a copy conforms to an authentic original, the conformity to the original or final versions of the documents submitted to us as copies or drafts, including without limitation, the Charter and that all signatures on each such document are genuine.

In rendering our opinion below, we have also assumed that: (i) the Company will have sufficient authorized and unissued shares of Common Stock at the time of each issuance of a Warrant Share or Underwriters’ Warrant Share; (ii) each of the Warrants, the Underwriters’ Warrants, Warrant Agreement, and Underwriting Agreement, as executed, constitutes a valid and binding agreement of each of the parties thereto (other than the Company), enforceable against the parties thereto in accordance with its terms; (iii) the Board of Directors of the Company will adopt a resolution providing that all shares of Common Stock shall be uncertificated in accordance with Section 158 of the Delaware General Corporation Law (the “ DGCL ”), prior to their issuance; (iv) the issuance of each Share, Warrant Share, and Underwriters’ Warrant Share will be duly noted in the Company’s stock ledger upon its issuance; (v) the Company will receive consideration for the Additional Primary Securities offered and sold pursuant to the Underwriting Agreement (whether upon exercise of a Warrant or Underwriters’ Warrant or otherwise) at least equal to the par value of such share of Common Stock and in the amount required by the Underwriting Agreement; and (vi) the resolutions of the Board of Directors of the Company relating to the Underwriting Agreement, the Warrant Agreement, the Registration Statement and the authorization for issuance and sale of the Additional Primary Securities, and matters in connection therewith, have not been revoked, rescinded or amended as of the date hereof and are in full force and effect. We have not verified any of those assumptions.

Page 3

May 31, 2018

Our opinion set forth below in the first sentence of numbered paragraph 1, the first sentence of numbered paragraph 3, the first sentence of numbered paragraph 5 and numbered paragraphs 2, 4, and 6, are limited to the DGCL. Our opinion set forth below in the second sentence of numbered paragraph 1, the second sentence of numbered paragraph 3 and the second sentence of numbered paragraph 5 are limited to the laws of the State of New York.

Based upon and subject to the foregoing, provided that the Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the prospectus included in the Registration Statement that is declared effective by the Commission (the “ Prospectus ”) required by applicable law have been delivered and filed as required by such laws, it is our opinion that:

1. The Units have been duly authorized for issuance by the Company. The Units, when issued, delivered and paid for as described in the Prospectus and the Underwriting Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, to deliver the Common Stock and Warrants underlying the Units upon the terms and conditions of the Underwriting Agreement.

2. The Shares are duly authorized for issuance by the Company and, when issued and paid for as described in the Prospectus and the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

3. The Warrants have been duly authorized for issuance by the Company. Provided that the Warrant Agreement has been duly executed and delivered by the Warrant Agent and the Company and that the Warrants have been duly executed and delivered by the Company and duly delivered to the purchasers thereof against payment therefor, the Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors generally, and to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or equity).

4. The Warrant Shares have been duly authorized and, when issued and delivered by the Company against payment therefor, upon the exercise of the Warrants in accordance with the terms therein and the terms of the Warrant Agreement, will be validly issued, fully paid, and non-assessable.

Page 4

May 31, 2018

5. The Underwriters’ Warrants have been duly authorized for issuance by the Company. Provided that the Underwriters’ Warrants have been duly executed and delivered by the Company and duly delivered to the purchaser thereof against payment therefor, the Underwriters’ Warrants, when issued and paid for as described in the Registration Statement and the Prospectus, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors generally, and to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or equity).

6. The Underwriters’ Warrant Shares have been duly authorized and, when issued and delivered by the Company against payment therefor, upon the exercise of the Underwriters’ Warrants in accordance with the terms therein, will be validly issued, fully paid, and non-assessable.

The opinions set forth above are subject to the following additional assumptions:

(i) The Registration Statement and any amendment thereto (including any post-effective amendment) will have become effective under the Securities Act, and such effectiveness shall not have been terminated, suspended or rescinded;

(ii) All Additional Primary Securities offered pursuant to the Registration Statement will be issued and sold (a) in compliance with all applicable federal and state securities laws, rules and regulations and solely in the manner provided in the Registration Statement and the Prospectus and (b) with respect to the Additional Primary Securities, only upon payment of the consideration fixed therefor in accordance with the Underwriting Agreement, the Warrant Agreement and, if applicable, the Additional Primary Securities themselves, and there will not have occurred any change in law or fact affecting the validity of any of the opinions rendered herein with respect thereto; and

(iii) To the extent that the obligations of the Company under any Warrant Agreement, or other agreement pursuant to which any Additional Primary Securities offered pursuant to the Registration Statement are to be issued or governed, including any amendment or supplement thereto, may be dependent upon such matters, we assume for purposes of this opinion letter that (a) each party to any such agreement other than the Company (including any applicable warrant agent or other party acting in a similar capacity with respect to any Additional Primary Securities) will be duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that each such other party will be duly qualified to engage in the activities contemplated thereby; (b) each such agreement and the applicable Additional Primary Securities will have been duly authorized, executed and delivered by each such other party and will constitute the valid and binding obligations of each such other party, enforceable against each such other party in accordance with their terms; (c) each such other party will be in compliance, with respect to acting in any capacity contemplated by any such agreement, with all applicable laws and regulations; and (d) each such other party will have the requisite organizational and legal power and authority to perform its obligations under each such agreement.

Page 5

May 31, 2018

We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur. We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the 462(b) Registration Statement. We also consent to the reference to our Firm in the related Prospectus incorporated by reference into the 462(b) Registration Statement under the caption “Legal Matters.” In giving our consent, we do not thereby admit that we are experts with respect to any part of the 462(b) Registration Statement, the Registration Statement, or Prospectus within the meaning of the term “expert”, as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder, nor do we admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

	Yours truly,

	/s/ K&L Gates LLP
	K&L Gates LLP

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of Hancock Jaffe Laboratories, Inc. on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of our report dated April 13, 2018, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the financial statements of Hancock Jaffe Laboratories, Inc. as of December 31, 2017 and 2016 and for the years ended December 31, 2017 and 2016 incorporated by reference in the Prospectus included in the Registration Statement, as amended.

/s/ Marcum LLP

Marcum LLP

New York, NY

May 30, 2018