Hancock Jaffe Laboratories Inc.
08/12/2021 | Press release | Distributed by Public on 08/12/2021 15:28
Market Offering Agreement (Form 8-K)
Entry into a Material Definitive Agreement
On August 12, 2021, Hancock Jaffe Laboratories, Inc. (the 'Company') entered into an At-the-Market Offering Agreement (the 'Agreement') with Ladenburg Thalmann & Co. Inc. (the 'Agent') to create an at-the-market equity program under which it may sell up to $25,000,000 of shares of the Company's common stock (the 'Shares') from time to time through the Agent, as sales agent (the 'ATM Offering'). Under the Agreement, the Agent will be entitled to a commission at a fixed commission rate of 3% of the gross proceeds from each sale of Shares under the Agreement.
Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be 'at-the-market equity offerings' as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers' transactions, including on the NASDAQ Capital Market, at market prices or as otherwise agreed with the Agent. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement. The offering pursuant to the Agreement will terminate upon the earlier of (i) August 12, 2023 and (ii) termination of the Agreement as permitted therein.
The Shares will be issued pursuant to the Company's previously filed Registration Statement on Form S-3 (File No. 333-237592) that was declared effective on April 16, 2020. On August 12, 2021, the Company filed a Prospectus Supplement relating to the ATM Offering with the Securities and Exchange Commission. This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The Agreement is filed as Exhibit 10.1 to this Report. Also, attached as Exhibit 5.1 to this Report is the opinion of Ellenoff Grossman & Schole LLP relating to the legality of the issuance and sale of the shares. The description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed herewith as an exhibit to this Report.
Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Ellenoff Grossman & Schole LLP | |
| 10.1 | At-the-Market Offering Agreement, dated August 12, 2021 |