As
filed with the Securities and Exchange Commission on February 8, 2021
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)
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Delaware
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3841
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33-0936180
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(State or other jurisdiction of
incorporation
or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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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:
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Barry
I. Grossman, Esq.
David
Selengut, Esq.
Matthew
Bernstein, Esq.
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas
New
York, New York 10105
Phone:
(212) 370-1300
Fax:
(212) 370-7889
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Richard
Friedman, Esq.
Justin
Anslow, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, NY 10112
Tel:
(212) 653-8700
Fax:
(212) 653-8701
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Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration
statement.
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 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, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☒ 333-251528
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. (Check one):
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Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☒
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Smaller
reporting company
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☒
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Emerging
growth company
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☒
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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 7(a)(2)(B) of the Securities Act.
☒
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of Security Being Registered
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Proposed
Maximum
Aggregate
Offering
Price(1) (2)
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Amount of
Registration Fee
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Units consisting of common stock, par value $0.00001 per share, and warrants to purchase common stock:
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$
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6,900,000
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$
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752.79
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(i) Shares of common stock included in the units (3)
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—
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—
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(4)
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(ii) Warrants to purchase shares of common stock included in the units (3)
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—
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—
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(4)
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Common Stock issuable upon exercise of warrants included in the units (3)(5)
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$
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3,967,500
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$
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432.85
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Total
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$
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10,867,500
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$
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1,185.64
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(6)
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(1)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
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(2)
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Represents
only the additional number of securities being registered. Does not include the securities that the Registrant previously
registered on the Registration Statement on Form S-1 (File No. 333- 251528).
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(3)
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Pursuant
to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions.
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(4)
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No
fee pursuant to Rule 457(g).
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(5)
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The
warrant exercise price for one full share of common stock is 100% of the per Unit public offering price.
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(6)
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The
registrant previously registered securities having a proposed maximum aggregate offering price of $54,337,500 on its Registration
Statement on Form S-1, as amended (File No. 333-251528), which was declared effective by the Securities and Exchange Commission
on February 8, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a
proposed maximum offering price of $10,867,500 is hereby registered, which includes securities issuable upon the exercise
of the underwriters’ over-allotment option.
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The
Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule
462(b) under the Securities Act of 1933, as amended.
EXPLANATORY
NOTE
This
Registration Statement on Form S-1 is being filed with respect to the registration of $10,867,500 of additional units of Hancock
Jaffe Laboratories, Inc. (the “Registrant”), including units that may be purchased by the underwriters to cover over-allotments,
if any, with each consisting of one share of common stock and a warrant to purchase one-half (.5) of a share of common stock,
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1.
This
Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-251528)
(the “Prior Registration Statement”), initially filed by the Registrant on December 21, 2020 and declared effective
by the Securities and Exchange Commission on February 8, 2021. The required opinions of counsel and related consents and accountant’s
consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including
the exhibits thereto, are incorporated by reference into this Registration Statement.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item
16.
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Exhibits
and Financial Statement Schedules.
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(a)
Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No.
333-251528) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following
additional exhibits are filed herewith, as part of this Registration Statement:
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 8th day
of February, 2021.
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HANCOCK
JAFFE LABORATORIES, INC.
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By:
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/s/
Robert A. Berman
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Name:
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Robert
A. Berman
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Title:
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/
Robert A. Berman
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Chief
Executive Officer and Director
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February
8, 2021
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Robert
A. Berman
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(Principal
Executive Officer)
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/s/
Craig Glynn
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Chief
Financial Officer & Treasurer
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February
8, 2021
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Craig
Glynn
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(Principal
Financial Officer and Principal Accounting Officer)
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*
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Director
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February
8, 2021
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Dr.
Sanjay Shrivastava
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*
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Director
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February
8, 2021
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Robert
C. Gray
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*
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Director
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February
8, 2021
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Dr.
Francis Duhay
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*
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Director
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February
8, 2021
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Matthew
M. Jenusaitis
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*
By:
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/s/
Robert A. Berman
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Name:
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Robert
A. Berman
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Attorney-in-fact
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Exhibit
5.1
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1345
AVENUE OF THE AMERICAS, 11th FLOOR
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NEW
YORK, NEW YORK 10105
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TELEPHONE:
(212) 370-1300
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FACSIMILE:
(212) 370-7889
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www.egsllp.com
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February
8, 2021
Hancock
Jaffe Laboratories, Inc.
70
Doppler
Irvine,
California 92618
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Re:
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Registration
Statement on Form S-1
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Ladies
and Gentlemen:
We
have acted as counsel to Hancock Jaffe Laboratories, Inc. a Delaware corporation (the “Company”), in connection
with the filing by the Company with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration
Statement on Form S-1 (the “462(b) Registration Statement”) for the purpose of registering with the Commission
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), the sale by the Company of
additional units (including units subject to the overallotment option) (the “Units”) consisting of shares of
the Company’s common stock, par value $0.00001 per share (the “Common Stock”) and warrants to purchase
shares of common stock (the “Warrants”). The 462(b) Registration Statement relates to the Company’s Registration
Statement on Form S-1, as amended (File No. 333-251528) (the “Registration Statement”), initially filed by
the Company with the Commission on December 21, 2020 and declared effective by the Commission on February 8, 2021.
The
Units are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) to
be entered into by and between the Company and Ladenburg Thalmann & Co., Inc. on behalf of themselves and as representative
to the several underwriters to be named therein. The securities are to be offered and sold in the manner described in the Registration
Statement and 462(b) Registration Statement and the related prospectuses included therein (collectively, the “Prospectus”).
For
purposes of rendering the opinions set forth below, we have examined such documents and reviewed such questions of law as we have
considered necessary and appropriate for the purposes of our opinion including (i) the Registration Statement and 462(b) Registration
Statement, including the exhibits filed therewith, (ii) the Prospectus, (iii) the Company’s fifth amended and restated certificate
of incorporation (as amended, the “Certificate of Incorporation”), (iv) the Company’s amended and restated
bylaws (as amended, the “Bylaws”), (v) the corporate resolutions and other actions of the Company that authorize
and provide for the filing of the Registration Statement and 462(b) Registration Statement, and we have made such other investigation
as we have deemed appropriate. We have not independently established any of the facts so relied on.
We
have further assumed the legal capacity of natural persons, and we have assumed that each party to the documents we have examined
or relied on (other than the Company) has the legal capacity or authority and has satisfied all legal requirements that are applicable
to that party to the extent necessary to make such documents enforceable against that party. We have also assumed that all of
the shares of Common Stock issuable or eligible for issuance pursuant to exercise of the Warrants following the date hereof will
be issued for not less than par value.
Based
on the foregoing, we are of the opinion that:
1.
Units. When the 462(b) Registration Statement becomes effective under the Act and when the offering is completed as
contemplated by the 462(b) Registration Statement, such Units will be legally binding obligations of the Company, enforceable
in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability
is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may
be limited under the federal and state securities laws; (c) that the remedy of specific performance and injunctive and other forms
of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor
may be brought; (d) we express no opinion as to whether a state court outside of the State of New York or a federal court of the
United States would give effect to the choice of New York law provided for in the Warrant Agreement; and (e) with respect to the
Common Stock, we express no opinion to the extent that future issuances of the Common Stock may cause the number of shares of
Common Stock underlying the Units, to exceed the number that remain authorized but unissued.
2.
Common Stock. When the 462(b) Registration Statement becomes effective under the Act and when the offering is completed
as contemplated by the 462(b) Registration Statement, the shares of Common Stock will be validly issued, fully paid and non-assessable.
3.
Warrants. When the 462(b) Registration Statement becomes effective under the Act and when the Warrants underlying the
Units are issued, delivered and paid for as part of the Units, as contemplated by the 462(b) Registration Statement, such Warrants
will be legally binding obligations of the Company enforceable in accordance with their terms except: (a) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general
equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability
of any indemnification or contribution provision may be limited under the federal and state securities laws; (c) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought; and(d) we express no opinion as to whether a state
court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law
provided for in the Warrant Agreement.
4.
Common Stock underlying Warrants: When the 462(b) Registration Statement becomes effective under the Act and when the
offering is completed as contemplated by the 462(b) Registration Statement, the shares of common stock issuable upon exercise
of the Warrants will be validly issued, fully paid and non-assessable.
We
express no opinion as to matters governed by any laws other than the Delaware General Corporation Law and the federal laws of
the United States of America, as in effect on the date hereof.
We
hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and to the reference to our firm
under the caption “Legal Matters” in the Prospectus. In giving such permission, we do not admit hereby that we come
within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission
thereunder. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes
in the facts stated or assumed herein or of any subsequent changes in applicable law.
Very
truly yours,
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/s/
Ellenoff Grossman & Schole LLP
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Ellenoff
Grossman & Schole LLP
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