UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to

Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

HANCOCK JAFFE LABORATORIES, INC.Hancock Jaffe Laboratories, Inc.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)

Payment of Filing Fee (Check the appropriate box):

November 13, 2020

Dear Hancock Jaffe Stockholders:

It has been a year of significant accomplishments for Hancock Jaffe, which are even more noteworthy in light of the challenges caused by the COVID-19 pandemic. When I wrote to you last year, we had 90-day results on a handful of patients from our VenoValve first-in-human study, and preliminary results from a CoreoGraft animal feasibility trial. This year, we have seen phenomenal results from the nine patients that have completed the VenoValve study, as well as a successful beginning to our first-in-human CoreoGraft trial. In addition, we have significantly strengthened the company’s balance sheet, giving us the resources that we need to further advance our products, including preparations for the VenoValve U.S. pivotal trial.

The results we have seen from the VenoValve first-in-human trial are extraordinary. Final results from the study will be released in December, but for the nine patients who have already completed the trial, average improvements in reflux, pain, and VCSS scores were 50%, 70%, and 58% respectively, when compared to pre-surgery levels, and VIENES quality of life scores have shown statistically significant improvement for all patients. We have also experienced dramatic ulcer healing, and rave reviews from our patients whose lives have returned to normal after many years of pain and limited mobility.

Chronic Venous Insufficiency (“CVI”) is a debilitating disease which occurs when the valves in the veins of the leg malfunction, resulting in the backwards flow of blood (reflux). Severe CVI leads to swelling, discoloration, intense pain, and open sores (venous ulcers). The current standard of care for deep venous CVI includes compression garments and leg elevation, which are both generally ineffective.

In preparation for an IDE application, it is customary to file a Pre-IDE submission and to meet with the FDA, for the purpose of discussing and receiving guidance on issues that are pertinent to the pivotal trial. On October 26, 2020, we filed our Pre-IDE submission with the FDA, requesting a Pre-IDE meeting. The date of the Pre-IDE meeting was originally set for December 22, 2020, but has been moved to January 11, 2021 at the request of the FDA. Depending in part on the results of the Pre-IDE meeting, we hope to be in a position to file our IDE application seeking approval for the VenoValve U.S. pivotal trial in the first quarter of 2021.

An investigational device exemption or IDE is what is necessary for a class 3 medical device in order to proceed with a pivotal trial. Upon the successful completion of a pivotal trial, the next step is to file a premarket approval application or PMA which, if approved by the FDA, would allow for commercialization of the device.

While IDE approvals and PMA approvals are critical milestones for a class 3 medical device, industry awareness and acceptance by key opinion leaders and medical practitioners are also important to the commercial success of a product. Between January of 2019 and March of 2020 we presented the VenoValve at nine leading international vascular conferences. In March of 2020, we received an award for best presentation at the American Venous Forum conference in Jacksonville, Florida. Over 50 papers were presented at the conference and the VenoValve was recognized as the product with the most potential to impact the treatment of venous disease.

By the end of 2020, we hope to have preliminary data from our first-in-human study published by a pre-eminent, peer reviewed vascular journal, which is widely read by vascular surgeons and others involved in the treatment of vascular diseases. We will announce the name of the journal and the date of publication when it is available. We expect that this will be the first of many articles published about the VenoValve. Conference presentations, industry awards and recognition, and published articles in peer reviewed journals are extremely important in generating awareness and demand for a new medical device and we will continue these efforts in 2021. Our accomplishments in this area are even more impressive given that all vascular conferences in the second half of 2020 were cancelled due to the COVID-19 pandemic.

In addition to the cancellation of medical conferences, the COVID-19 pandemic had a profound impact on our business and tested the resiliency and creativity of our entire team. To give just a handful of examples, our first order of business after the COVID onset was to ensure the safety of our employees by implementing changes in the workplace. While non-essential employees worked from home, enhanced protocols and wellness checks were implemented to keep COVID-19 from permeating our Irvine facility. As shelter in place restrictions were put in place, wi-fi enabled remote monitoring equipment was installed in our facility to monitor our refrigeration system to ensure that none of our tissue inventory became spoiled. In Bogota, through a combination of telemedicine, in-home visits, and private ambulance transportation, we were able to ensure that every patient enrolled in our VenoValve first-in-human study continued to adhere to all study protocols. Not one patient visit or data point was missed as a result of COVID-19. Back in the U.S., Dr. Marc Glickman travelled to Minneapolis in July (the week before the George Floyd riots) to embark on 5 days of surgeries that were necessary to begin a critical 6-month GLP animal safety study for the VenoValve, which will be completed in December prior to the filing of our IDE application as required by the FDA. Finally, since the outbreak of the pandemic, and with a challenging economy, we have raised a total of over $14 million in gross proceeds, which is more capital than our company has raised in any previous 12-month period. I am extremely proud of our team for overcoming the many challenges to our business from the COVID-19 pandemic and for thriving under very difficult circumstances. Our multiple successes and achievements during what has been a very difficult year are a reflection of our dedication and resourcefulness and will continue to serve the company well.

Although the COVID-19 pandemic delayed the start of our CoreoGraft first-in-human trial, we completed our first successful surgery in humans with the CoreoGraft at the end of October and expect additional CoreoGraft surgeries to take place by the end of the year. We have received extremely positive feedback from all of the doctors who have implanted the CoreoGrafts. Surgeons like the look and feel of the product and the way that it sews. If our human results are anywhere close to the success that we had in our animal feasibility study, the CoreoGraft could be a second viable product for our company. In January of 2020 we announced very encouraging results from our CoreoGraft animal feasibility study. All of our grafts were open (patent) at 90 days and 180 days post implantation, and post-study pathology indicated a thin layer of endothelial cells in the CoreoGrafts that were implanted for 90 days, and more complete endothelialization was observed for grafts implanted for 180 days both throughout the CoreoGrafts and into the left anterior descending arteries. Endothelium is a layer of endothelial cells that naturally exist throughout healthy veins and arteries that acts as a barrier between blood and the surrounding tissue, which helps promote the smooth passage of blood. Endothelium are known to produce a variety anti-clotting and other positive characteristics that are essential to healthy veins and arteries. The presence of full endothelialization within the longer term CoreoGrafts indicates that the graft is being accepted and assimilated in a manner similar to natural healthy veins and arteries that exist throughout the vascular system and is an indication of potential long-term biocompatibility. We will continue to monitor our first-in-human patients at 30, 90, 180, and 365 days post-surgery.

We are extremely proud that a company of our size has two, class 3 medical devices undergoing human testing. As our Chief Medical Officer Dr. Marc Glickman likes to say, these are not “me too” products where we are offering better versions of devices already on the market. Both the VenoValve and the CoreoGraft are unique devices that fill unmet medical needs, and both products have large potential addressable markets.

Finally, in June of 2020 we announced that we had signed a non-binding letter of intent to merge with a private company called Catheter Precision. Due diligence and negotiations regarding the potential merger are ongoing and we hope to have an update on the potential merger by the end of the year. Either with or without Catheter Precision, 2020 has been a year of significant accomplishments for Hancock Jaffe and we are excited about the prospects for our company in 2021 and beyond.

We look forward to seeing you at our upcoming virtual annual meeting, which is scheduled for December 17, 2020 at 10:00 AM PST.

Thank you.

HANCOCK JAFFE LABORATORIES, INC.Hancock Jaffe Laboratories, Inc.

70 Doppler

Irvine, California 92618

July [●], 2020NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholders:To be held on Thursday, December 17, 2020

It is an exciting time forThe 2020 Annual Meeting of Stockholders (the “Meeting”) of Hancock Jaffe Laboratories, Inc. (“we” or the “Company”(the “Company”). We are entering the final phases of our VenoValve first-in-human study in Colombia and preparations have begun to file our IDE application to seek approval will be held on a virtual basis on Thursday, December 17, 2020 at 10:00 A.M. PDT, for the U.S. pivotal trial. The CoreoGraft has been approved for a first-in-human trial in Paraguay, and we expect to have an update on patient enrollment and timing for the first-in-human trial in the coming weeks. Over the past 5 months and during these challenging economic times caused by the worldwide COVID pandemic, we have raised close to $9 million in a series of public and private financings which have significantly improved the financial condition of the company, and strengthened our balance sheet to help ensure that we regain compliance with equity requirements for The Nasdaq Capital Market for the continued listing of our stock.following purposes:

It is our pleasure to invite you to the special meeting of stockholders (the “Special Meeting”) of the Company. We will hold the meeting on [●] day, [●], 2020. Details regarding admission to the meeting and the business to be conducted at the meeting are more fully described in the accompanying Notice of Special Meeting of Stockholders and proxy statement. The notice and proxy include several proposals, including a proposal to increase the number of authorized shares of the company, and a proposal to authorize the Board to effectuate a reverse stock split. An increase in the authorized number of shares is necessary because the Company currently has no shares of common stock available to conduct its daily operations such as recruiting new employees, and for important events such as financings, acquisitions, etc. The primary intention of the Board in obtaining approval for the authority to effectuate a reverse stock split, as described in the proxy statement, would be to increase the price of our common stock sufficiently above the $1.00 minimum bid price requirement for continued listing on Nasdaq. The proposals specified in the proxy are essential to our long-term success and our ability to capitalize on the potential of the VenoValve and the CoreoGraft.

The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/HJLI2020SMHJLI2020AM. We are pleased to utilize the virtual stockholder meeting technology (i) to provide ready access and cost savings for our stockholders and the Company and (ii) to promote social distancing pursuant to guidance provided by the Center for Disease Control and the U.S. Securities and Exchange Commission due to the novel coronavirus. The virtual meeting format allows attendance from any location in the world.

Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote via the Internet, by telephone or if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special Meeting. Even if you plan to attend the Special Meeting online, it is strongly recommended you vote before the Special Meeting date, to ensure that your shares will be represented at the Special Meeting if you are unable to attend.

Details regarding admission to the meetingMeeting and the business to be conducted at the meeting are more fully described in the accompanying Notice of Special Meeting of Stockholders and proxy statement.

We hope you will be able to attend the Special Meeting. Whether or not you plan to attend the Special Meeting, please promptly sign, date and return the enclosed proxy card or voting instruction card in the envelope provided, or submit your proxy by telephone or over the Internet or by telephone (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.

Thank you for your ongoing supportThe Board of Directors unanimously recommends a vote “FOR” the director nominee and continued interest in Hancock Jaffe Laboratories, Inc.“FOR” the approval of each of the other proposals to be submitted by the Board of Directors at the Meeting.

HANCOCK JAFFE LABORATORIES, INC.

70 Doppler

Irvine, California 92618

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2020

To the Stockholders of Hancock Jaffe Laboratories, Inc.:

Notice is hereby given that the Special meeting of the stockholders of Hancock Jaffe Laboratories, Inc. (the “Company”) will be held on [●], 2020, on a virtual basis. At the Special Meeting or any postponement, adjournment or delay thereof (the “Special Meeting”), you will be asked to consider and vote upon the following proposals:

Your attention is directed to the Proxy Statement which is set forth on the following pages, where the foregoing items of business are more fully described. The Board has fixed the close of business on July 21, 2020 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS.

Your vote is extremely important, regardless of the number of shares you own. Whether or not you plan to attend the Special Meeting, we ask that you promptly sign, date and return the enclosed proxy card or voting instruction card in the envelope provided, or submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.

The proxy statement accompanying this notice provides a more complete description of the business to be conducted at the Special Meeting. We encourage you to read the proxy statement carefully and in its entirety.

YOU ARE RESPECTFULLY REQUESTED BY THE BOARD TO PROMPTLY SIGN, DATE AND RETURN THE ENCLOSED PROXY OR VOTE OVER THE INTERNET OR BY TELEPHONE. IF YOU GRANT A PROXY, YOU MAY REVOKE IT AT ANY TIME PRIOR TO THE MEETING OR VOTE AT THE MEETING. IF YOU RECEIVED THIS PROXY STATEMENT IN THE MAIL, A RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. THIS WILL NOT PREVENT YOU FROM VOTING AT THE MEETING BUT WILL, HOWEVER, HELP TO ASSURE A QUORUM AND AVOID ADDED PROXY SOLICITATION COSTS.

This Notice of Special Meeting of Stockholders, proxy statement and form of proxy are first being mailed to stockholders on or about [●], 2020.

Important Notice Regarding the Availability of Proxy Materials for the

Hancock Jaffe Laboratories, Inc. Special Meeting of Stockholders to be Held on [●], 2020.

The Proxy Statement is

available at www.proxyvote.com on the Investor Relations portion of our web site at

https://ir.hancockjaffe.com/.

HANCOCK JAFFE LABORATORIES, INC.

TABLE OF CONTENTS

Hancock Jaffe Laboratories, Inc.

70 Doppler Irvine, California 92618

(949) 261-2900

PROXY STATEMENT

This proxy statement (the “Proxy Statement”) is furnished by the board of directors of Hancock Jaffe Laboratories, Inc. (the “Board”) in connection with the solicitation of proxies for use at the Special Meeting of Stockholders or any postponement, adjournment or delay thereof (the “Special Meeting”) ANNUAL MEETING OF STOCKHOLDERS

to be held atvia live webcast on Thursday, December 17, 2020, 10:00 a.m., local time, on a virtual basis. Pacific Time

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

Why am I receiving this Proxy Statement?

This Proxy Statement along withdescribes the proposals on which our Board of Directors (the “Board”) would like you, as a Notice of Specialstockholder, to vote on at our 2020 Annual Meeting of the Stockholders (the “Meeting”), which will take place on Thursday, December 17, 2020 via live webcast.

This Proxy Statement also gives you information on these proposals so that you can make an informed decision. We intend to mail this Proxy Statement and either aaccompanying proxy card or a voting instruction card, are being mailed to stockholders beginning on or about [●], 2020.November 16, 2020, to all stockholders of record entitled to vote at the Meeting.

Unless the context otherwise requires, inIn this Proxy Statement, we use the terms “we,” “our,” “us” and “the Company” to refer to Hancock Jaffe Laboratories, Inc. as the “Company,” “we,” “us” or “our” or similar terminology.

Who can vote at the Meeting?

Stockholders who owned shares of our common stock, par value $0.00001 per share (“Common Stock”), including persons that held unvested shares of restricted stock issued pursuant to our Amended and Restated 2016 Omnibus Incentive Plan (the “RSAs”), and/or our Series C Convertible Preferred Stock (the “Preferred Stock” and collectively with the Common Stock, the “Voting Stock”) on November 2, 2020 (the “Record Date”) may attend and vote at the Meeting. Each share of Common Stock is entitled to one vote and each share of Preferred Stock is entitled to one vote per share. There were 49,775,443 shares of Common Stock, 250,000 RSAs, and 4,205,406 shares of Preferred Stock outstanding on the Record Date. All shares of Voting Stock vote together as a single class. Shares of the Voting Stock represented by executed proxies received by the Company will be counted for purposes of establishing a quorum at the Meeting, regardless of how or whether such shares are voted on any specific proposal. Information about the stockholdings of our directors and executive officers is contained in the section of this Proxy Statement entitled “Beneficial Ownership of Principal Stockholders, Officers and Directors”.

What is the proxy card?

The proxy card enables you to appoint Robert A. Berman, our Chief Executive Officer, as your representative at the Meeting. By completing and returning the proxy card or voting online as described herein, you are authorizing Mr. Berman to vote your shares at the Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Meeting. Even if you plan to attend the Meeting, we think that it is a good idea to complete and return your proxy card before the Meeting date just in case your plans change. If a proposal comes up for vote at the Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.

What am I voting on?

You are being asked to vote on the following proposals:

QUESTIONS AND ANSWERS ABOUT

THE PROXY MATERIALS AND THE SPECIAL MEETING

The Proxy Advisory Group, LLC

18 East 41st Street, 20th Floor

New York, NY 10017

Tel: (212) 616-2181

How does the Board recommend that I vote?

Our Board unanimously recommends that the stockholders vote “FOR” the director nominee and “FOR” all of the other proposals being put before our stockholders by the Board at the Meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Most of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If, on the Record Date, your shares were registered directly in your name with our transfer agent, VStock Transfer, LLC, you are a “stockholder of record” who may vote at the Meeting, and we are sending these proxy materials directly to you. As the stockholder of record, you have the right to direct the voting of your shares by returning the enclosed proxy card to us, voting online or voting at the Meeting via the webcast. Whether or not you plan to attend the Meeting via webcast, please complete, date and sign the enclosed proxy card or vote online to ensure that your vote is counted.

Beneficial Owner

If, on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered the beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered the stockholder of record for purposes of voting at the Meeting. As the beneficial owner, you have the right to direct your broker on how to vote your shares and to attend the Meeting. However, since you are not the stockholder of record, you may not vote these shares at the Meeting unless you receive a valid proxy from your brokerage firm, bank or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank or other nominee holder. If you do not make this request, you can still vote by using the voting instruction card enclosed with this proxy statement; however, you will not be able to vote at the Meeting.

How do I vote?

You may vote by mail, over the Internet, by telephone or in person online at the Meeting. Please be aware that if you vote over the Internet or by telephone, you may incur costs such as Internet access charges or telephone charges for which you will be responsible.

(1) You may vote by mail. If you received a printed proxy card, you may vote by mail by completing, signing and dating your proxy card and returning it in the enclosed, postage-paid and addressed envelope. If we receive your proxy card prior to the Meeting and if you mark your voting instructions on the proxy card, your shares will be voted:

If you return a signed card, but do not provide voting instructions, your shares will be voted:

The Board recommends a vote “FOR” each of the proposals.

If you hold your shares in street name, you should follow the instructions provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares to vote by mail.

(2) You may vote online. The website address for Internet voting is provided on the notice and on the proxy card. You will need to use the control number appearing on your proxy card to vote via the Internet. You can use the Internet to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time on December 16, 2020. Internet voting is available 24 hours a day. If you vote via the internetInternet, you do not need to return a proxy card. If you sign and return the proxy card or by telephone, yoursubmit an electronic vote authorizesbut do not give instructions on how to vote your shares, your shares will be voted as recommended by the named proxiesBoard. If your shares are held in the same manner as if you signed, dated, and returned your proxy card. If you vote via the internet or by telephone, do not return your proxy card.

Beneficial Owners. If you are a beneficial ownername of your shares, you should follow the voting instructions provided by your broker or nominee in order to instruct your broker or other nominee, you are considered the beneficial owner of shares held in street name. As a beneficial owner, you may vote by proxy via the Internet by following the instructions provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares.

(3) You may vote by telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the 16-digit control number included on howyour proxy material. Votes submitted by telephone must be received by 11:59 p.m. Eastern Time, on December 16, 2020. If you hold your shares in street name, you should follow the instructions provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares to vote by telephone.

(4) During the Annual Meeting. If you attend the Meeting online and plan to vote, you will be able to vote virtually. If your shares. The availabilityshares are registered directly in your name, you are considered the stockholder of telephonerecord and internet voting will depend onyou have the voting process ofright to vote online at the broker or nominee. You may also vote during the Special Meeting by going to www.virtualshareholdermeeting.com/HJLI2020SMwww.virtualshareholdermeeting.com/HJLI2020AM. You will need the 16-digit control number included in your proxy material.material.. If your shares are held in the name of your broker or other nominee, you are considered the beneficial owner of shares held in street name. As a beneficial owner, if you wish to vote at the Meeting, you will need a legal proxy from your broker or other nominee authorizing you to vote those shares online at the Meeting.

What does it mean if I receive more than one proxy card?

You may have multiple accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards to ensure that all of your shares are voted.

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the Meeting. You may do this by:

Please note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker, bank or other nominee. If your shares are held in street name, and you wish to attend and vote at the Meeting, you will need a legal proxy from your broker or other nominee authorizing you to vote those shares online at the Meeting.

Will my shares be voted if I do not sign and return my proxy card?

If your shares are held in your name and you do not sign and return your proxy card or vote online, your shares will not be voted unless you vote at the Meeting. If you hold your shares in the name of a broker, bank or other nominee, your nominee may determine to vote your shares at its own discretion on the ratification of the Company’s independent public accountant since such matter is a routine matter, absent instructions from you. However, due to voting rules that may prevent your bank or broker from voting your uninstructed shares on a discretionary basis in the election of directors, the amendment to our plan and other non-routine matters, it is important that you cast your vote.

How may I vote with respect to each proposal and how are votes counted?

Your voting options will be dependent on the particular proposal for which you wish to cast a vote. With respect to proposal 1 (the election of directors), you may vote “for” the director nominee or “withhold” authority to vote for the director nominee. With respect to proposal 2 (ratification of the Company’s independent public accountant), you may vote “for” or “against” the proposal or you may “abstain” from casting a vote on such proposal. With respect to proposal 3 (the amendment to our plan), you may vote “for” or “against” the proposal or you may “abstain” from casting a vote on such proposal. Abstentions, votes marked “withheld” and broker non-votes will be counted for the purpose of determining whether a quorum is present at the Meeting.

Broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. These matters are referred to as “non-routine” matters. The election of the directors and the amendment to our plan are “non-routine.” Thus, in tabulating the voting result for these proposals, shares that constitute broker non-votes are not considered votes cast on those proposals. The ratification of the appointment of the Company’s independent public accountant is a “routine” matter and therefore a broker may vote on this matter without instructions from the beneficial owner as long as instructions are not given.

How many votes are required to elect Mr. Robert C. Gray as a Class III director?

Our amended and restated bylaws provides that directors are to be elected by a plurality of the votes of the shares present in person or represented by proxy at the Meeting and entitled to vote on the election of directors. This means that the one (1) candidate receiving the highest number of affirmative votes at the Meeting will be elected as a Class III director. Only shares that are voted in favor of a particular nominee will be counted toward that nominee’s achievement of a plurality. Shares present at the Meeting that are not voted for a particular nominee or shares present by proxy where the stockholder properly withheld authority to vote for such nominee will not be counted toward that nominee’s achievement of a plurality.

How many votes are required to ratify the Company’s independent public accountants?

The affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of Voting Stock entitled to vote is required to ratify Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2020. Abstentions will have no direct effect on the outcome of this proposal, but since this is a routine matter, brokers may vote at the Meeting on this proposal provided that they have not received instructions from a beneficial owner.

How many votes are required to amend our plan?

The affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of Voting Stock entitled to vote is required to amend our plan. Because this is a non-routine matter, brokers may not vote at the Meeting on this proposal unless they have received instructions from a beneficial owner. Abstentions and broker non-votes will not be counted for purposes of determining whether such proposal has been approved and will not have the effect of negative votes.

What happens if I don’t indicate how to vote my proxy?

If you just sign your proxy card without providing further instructions, your shares will be counted as a “for” vote for the director nominee, a “for” vote for the ratification of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2020 and a “for” vote for the amendment to our plan. If a proposal comes up for a vote at the Meeting that is not on the proxy card, the proxy will vote according to his best judgment.

Is my vote kept confidential?

Proxies, ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary to meet legal requirements.

Where do I find the voting results of the Meeting?

We will announce voting results at the Meeting and file a Current Report on Form 8-K announcing the voting results of the Meeting.

Who can help answer my questions?

You can contact our interim Chief Financial Officer, Mr. Craig Glynn, at (949) 261-2900 or by sending a letter to Mr. Glynn at the offices of the Company at 70 Doppler Irvine, California 92618, with any questions about proposals described in this Proxy Statement or how to execute your vote.

Hancock Jaffe Laboratories, Inc.

70 Doppler Irvine, California 92618

(949) 261-2900

PROXY STATEMENT

INTRODUCTION

2020 Annual Meeting of Stockholders

This Proxy Statement is being furnished to the holders of our Common Stock in connection with the solicitation of proxies for use at the 2020 Annual Meeting of Stockholders of the Company. The Meeting is to be held via live webcast Thursday, December 17, 2020 at 10:00 a.m., Pacific Time, and at any adjournment or adjournments thereof.

Record Date; Mailing Date

The Board has fixed the close of business on November 2, 2020 as the Record Date for the determination of stockholders entitled to notice of, and to vote and act at, the Meeting. Only stockholders of record at the close of business on that date are entitled to notice of, and to vote and act at, the Meeting. The Proxy Statement is first being mailed to stockholders of the Company on or about November 16, 2020.

Proposals to be Submitted at the Meeting

At the Meeting, stockholders will be acting upon the following proposals:

Principal Offices

The principal executive offices of the Company are located at 70 Doppler Irvine, California 92618. The Company’s telephone number at such address is (949) 261-2900.

Information Concerning Solicitation and Voting

As of the Record Date, there were 49,775,443 outstanding shares of Common Stock, 250,000 RSAs, and 4,205,406 outstanding shares of Preferred Stock. Each share of Common Stock (including the RSAs) and Preferred Stock is entitled to one vote on each matter to be voted on at the Meeting. Only holders of shares of Voting Stock on the Record Date will be entitled to vote at the Meeting. The presence in person or by proxy of holders of record of a majority of the Voting Shares outstanding and entitled to vote as of the Record Date shall be required for a quorum to transact business at the Meeting. If a quorum should not be present, the Meeting may be adjourned until a quorum is obtained.

For purposes of Proposal 1, the one (1) candidate receiving the highest number of affirmative votes at the Meeting will be elected as a Class III director. Only shares that are voted in favor of a particular nominee will be counted toward that nominee’s achievement of a plurality. Shares present at the Meeting that are not voted for a particular nominee or shares present by proxy where the stockholder properly withheld authority to vote for such nominee will not be counted toward that nominee’s achievement of a plurality.

For purposes of Proposal 2, the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of Voting Stock entitled to vote is required to ratify Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2020. Abstentions will have no direct effect on the outcome of this proposal, but since this is a routine matter, brokers may vote at the Meeting on this proposal provided that they have not received instructions from a beneficial owner.

For purposes of Proposal 3, the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares of Voting Stock entitled to vote is required to amend our plan. Because this is a non-routine matter, brokers may not vote at the Meeting on this proposal unless they have received instructions from a beneficial owner. Abstentions and broker non-votes will not be counted for purposes of determining whether such proposal has been approved and will not have the effect of negative votes.

Expenses

The expense of preparing, printing and mailing this Proxy Statement, exhibits and the proxies solicited hereby will be borne by the Company. In addition to the use of the mails, proxies may be solicited by officers, directors and regular employees of the Company, without additional remuneration, by personal interviews, telephone, email or facsimile transmission. The Company will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of Common Stock held of record and will provide reimbursements for the cost of forwarding the material in accordance with customary charges.

Revocability of proxies

Proxies given by stockholders of record for use at the Meeting may be revoked at any time prior to the exercise of the powers conferred. In addition to revocation in any other manner permitted by law, stockholders of record giving a proxy may revoke the proxy by an instrument in writing, executed by the stockholder or his attorney authorized in writing or, if the stockholder is a corporation, under its corporate seal, by an officer or attorney thereof duly authorized, and deposited either at the corporate headquarters of the Company at any time up to and including the last business day preceding the day of the Meeting, or any adjournments thereof, at which the proxy is to be used, or with the chairman of such Meeting on the day of the Meeting or adjournments thereof, and upon either of such deposits the proxy is revoked.

ALL PROXIES RECEIVED WILL BE VOTED IN ACCORDANCE WITH THE CHOICES SPECIFIED ON SUCH PROXIES. PROXIES WILL BE VOTED IN FAVOR OF A PROPOSAL IF NO CONTRARY SPECIFICATION IS MADE. ALL VALID PROXIES OBTAINED WILL BE VOTED AT THE DISCRETION OF THE PERSONS NAMED IN THE PROXY WITH RESPECT TO ANY OTHER BUSINESS THAT MAY COME BEFORE THE MEETING.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE DIRECTOR NOMINEE AND THE APPROVAL OF EACH OF THE OTHER PROPOSALS TO BE SUBMITTED AT THE MEETING BY THE BOARD.

PROPOSAL 1

ELECTION OF A CLASS III DIRECTOR

Introduction

The Board currently consists of three classes of directors, as follows:

At the Meeting, stockholders will be asked to elect Robert C. Gray as a Class III director to hold office until the 2023 Annual Meeting of Stockholders or until his successor is elected and qualified or until his earlier death, incapacity, removal or resignation. The Board has nominated Robert C. Gray to stand for election at the Meeting.

The enclosed proxy, if returned, and unless indicated to the contrary, will be voted for the election of Mr. Gray. Proxies cannot be voted for a greater number of persons than the number of nominees named.

We have been advised by Mr. Gray that he is willing to be named as a nominee and is willing to serve as a director if elected. If some unexpected occurrence should make necessary, in the discretion of the Board, the substitution of some other person for the nominee, it is the intention of the persons named in the proxy to vote for the election of such other person as may be designated by the Board.

Directors and Executive Officers

Listed below are the names of the directors and executive officers of the Company, their ages as of the Record Date, their positions held and the year they commenced service with the Company

There are no arrangements between our directors and any other person pursuant to which our directors were nominated or elected for their positions. There are no family relationships between any of our directors or executive officers.

Robert A. Berman has served as our Chief Executive Officer and a member of our board of directors since April 2018. From September 2017 to March 2018, Mr. Berman worked as an independent strategic business consultant. From September 2012 to July 2017, he served as the President, Chief Executive Officer, and a member of the board of directors of ITUS Corporation (now called Anixa Biosciences), a Nasdaq listed company, that develops a liquid biopsy technology for early cancer detection. Prior to ITUS Corporation, Mr. Berman was the Chief Executive Officer of VIZ Technologies, a start-up company which developed and licensed a beverage dispensing cap, and he was the founder of IP Dispute Resolution Corporation, a company focused on intellectual property licensing. From 2000 to March 2007, Mr. Berman was the Chief Operating Officer and General Counsel of Acacia Research Corporation, which was a publicly traded company engaged in the licensing and enforcement of patented technologies. Mr. Berman was a Director of Business Development at QVC where he developed and selected products for on-air sales and distribution. Mr. Berman started his career at the law firm of Blank Rome LLP. He has a Bachelor of Science in Entrepreneurial Management from the Wharton School of the University of Pennsylvania and holds a Juris Doctorate degree from the Northwestern University Pritzker School of Law, where he serves as an adjunct faculty member. We believe Mr. Berman is qualified to serve as a member of our board of directors because of his experience in broad variety of areas including healthcare, finance, acquisitions, marketing, compliance, turnarounds, and the development and licensing of emerging technologies.

Dr. Francis Duhay has served as member of our board of directors since October 2018. A trained cardiac and thoracic surgeon, has served the President and Chief Operating officer of Aegis Surgical Inc. and Atrius Inc., makers of cardiac accessory devices, since 2016, and as a Partner in K5_Ventures, an early stage venture fund since 2017. Dr. Duhay is the former Chief Medical Officer at Edwards Life Sciences, a world leader in heart valve products, where he led medical and clinical affairs for transcatheter and surgical heart valves. During his tenure at Edwards Life Sciences, from 2008 to 2016, Dr. Duhay led the preparation and submission, and ultimate regulatory approval, of two FDA Premarket Approval (PMA) applications for transcatheter and surgical heart valve therapies and was responsible for the design and execution of the applicable clinical trials. Dr. Duhay was also the Vice President and General Manager of the Ascendra™ transcatheter heart valve business unit at Edwards, where he grew the unit from sixteen to eighty employees and contributed to annual growth in sales from $3 million to $250 million. From 1998 to 2003, Dr. Duhay served as the Chief of the Department of Cardiothoracic Surgery and Cardiology at Kaiser Permanente. Dr. Duhay has also served as an industry representative and clinical expert, and a member of the working group for ISO 5840, the international quality standard for the design, development, and testing of heart valves. Dr. Duhay received his MBA from the University of Hawaii - Shidler College of Business and received his board certification for Cardiothoracic Surgery and General Surgery from the Duke University School of Medicine and from the University of California, San Francisco, respectively. We believe that Dr. Duhay is qualified to serve as a member of our board of directors because he is a trained cardiac and thoracic surgeon and former Chief Medical Officer at Edwards Life Sciences.

Dr. Sanjay Shrivastava has served as a member of our board of directors since October 2018. He has been involved in developing, commercializing, evaluating, and acquiring medical devices for more than 18 years, including serving in Chief Executive Officer and board of director positions at several medical device start-ups, and leadership positions in research and development, business development, and marketing at BTG (from 2017 to 2018), Medtronic (2007 to 2017), Abbott Vascular (2003 to 2007), and Edwards Life Sciences (2000 to 2003). He is presently the Vice President of Marketing and Business Development at U.S. Vascular, LLC and a co-founder and board member of BlackSwan Vascular, Inc. While working as a vice president, upstream marketing and strategy at BTG, a medical device and specialty pharmaceutical company with annual revenue of about $800 million, Dr. Shrivastava worked on several acquisition and investment deals. At Medtronic, Dr. Shrivastava was the Director of Global Marketing for the Cardiac and Vascular Group where he helped build the embolization business, from its initiation to a substantial revenue with a very high CAGR over a period of six years. Dr. Shrivastava was a Manager of Research and Development for the peripheral vascular business at Abbott Vascular and a Principal Research and Development Engineer for Trans-Catheter heart valves at Edwards Life Sciences. Dr. Shrivastava received his Bachelor of Science in engineering at the Indian Institute of Technology, and his Doctorate of Philosophy in materials science and engineering from the University of Florida. We believe that Dr. Shrivastava is qualified to serve as a member of our board of directors because of having served in Chief Executive Officer and board of director positions at several medical device start-ups, and leadership positions in research and development, business development, and marketing at BTG, Medtronic, Abbott Vascular, and Edwards Life Sciences.

Matthew M. Jenusaitis has served as a member of our board of directors since September 2019. He has over 30 years of health care experience with an emphasis on building and selling companies that develop medical devices to treat vascular diseases. Since March 2015, Mr. Jenusaitis has been the Chief of Staff and Chief of Innovation and Transformation for the UC San Diego Health System. From June 2009 to March 2015, Mr. Jenusaitis was President and CEO of OCTANe Foundation for Innovation, a non-profit focused on the development of innovation in Orange County, CA. Over the course of his career, Mr. Jenusaitis has been on the board of directors of Pulsar Vascular (2008-2017), which was sold to Johnson and Johnson, Creagh Medical (2008-2015), which was sold to SurModics, and Precision Wire Components (2009-2014), which was sold to Creganna Medical. Mr. Jenusaitis was also a Senior Vice President at ev3 (April 2006 to July 2008), which was sold to Covidian and later purchased by Medtronics. In addition, Mr. Jenusaitis was the President of the Peripheral Division at Boston Scientific (July 2003 to August 2005) and was an Executive in Residence at Warburg Pincus (September 2005 to March 2006). Mr. Jenusaitis has an MBA from the University of California, Irvine, a Masters Degree in Biomedical Engineering from Arizona State University, and a Bachelors Degree in Chemical Engineering from Cornell University. We believe that Mr. Jenusaitis is qualified to serve as a member of our board of directors because of over 30 years of health care experience with an emphasis on building and selling companies that develop medical devices to treat vascular diseases and his prior board experiences.

Robert C. Gray has served as a member of our board of directors since September 2019. He had a 20-year career at Highmark, Inc., one of America’s largest health insurance organizations, which serves over 20 million subscribers, and includes Highmark Blue Cross Blue Shield Pennsylvania, Highmark Blue Cross Blue Shield Delaware, and Highmark Blue Cross Blue Shield West Virginia, which he retired from in 2008. While at Highmark, Mr. Gray helped increase revenues to $12.3 billion from $6.9 billion, and helped generate an operating gain of $375 million from an operating loss of $91 million. In addition to being the board chairman, Chief Executive Officer, and President of several of Highmark’s subsidiaries and affiliated companies, Mr. Gray was the Chief Financial Officer of Highmark’s parent company and was the primary contact to Highmark’s board of directors for Highmark’s audit, investment and compensation (incentive plans) committees. His many responsibilities at Highmark included rate setting and reimbursement negotiations. Following Highmark, Mr. Gray co-founded U.S. Holdings LLC (U.S. Implants LLC.), a national distributor of orthopedic implants, and has served as Vice President since 2009. Since 2011, Mr. Gray has also been self-employed as a strategy and financial consultant. Mr. Gray engaged in Postgraduate Studies at the University of North Carolina–Chapel Hill and has an undergraduate degree from Bucknell University. We believe that Mr. Gray is qualified to serve as a member of our board of directors because of his financial and medical reimbursement expertise having served as the Chief Financial Officer at Highmark, Inc., one of America’s largest health insurance organization.

Marc H. Glickman, M.D. has served as our Senior Vice President and Chief Medical Officer since May 2016 and served as member of our board of directors from July 2016 to August 2017. In 1981, Dr. Glickman started a vascular practice in Norfolk, Virginia. He established the first Vein Center in Virginia and also created a dialysis access center. He was employed by Sentara Health Care as director of Vascular Services until he retired in 2014. Dr. Glickman is a board certified vascular surgeon. Dr. Glickman received his Doctor of Medicine from Case Western Reserve, in Cleveland, Ohio and completed his residency at the University of Washington, Seattle. He is board certified in Vascular Surgery and was the past president of the Vascular Society of the Americas. He has served on the advisory boards of Possis Medical, Cohesion Technologies, Thoratec, GraftCath, Inc., TVA medical, Austin, Texas.

Craig Glynn has served since as our interim Chief Financial Officer since April 2020. Mr. Glynn has more than thirty-five years of experience providing financial services to a variety of public and private companies, including in the role as Chief Financial Officer. In 2012, Mr. Glynn founded Edward Thomas Associates, a firm that provides public and private companies with accounting and finance services, including chief financial officer services. Mr. Glynn is a Managing Director of Edward Thomas Associates. Mr. Glynn has a proven record of success managing the financial aspects of dynamic organizations either as a member of the management team or in a consulting capacity. He started his career as an auditor with Deloitte and went on to be the CFO and Controller of several technology, manufacturing, and distribution companies. Mr. Glynn earned his BS and MS degrees in Accounting from California State University Northridge. He is a member of the American Institute of CPAs.

Family Relationships

There are no family relationships between or among any of the current directors or executive officers. There are no family relationships among our officers and directors and those of our subsidiaries and affiliated companies.

Certain Legal Proceedings

None of the Company’s directors or executive officers have been involved, in the past ten years and in a manner material to an evaluation of such director’s or officer’s ability or integrity to serve as a director or executive officer, in any of those “Certain Legal Proceedings” more fully detailed in Item 401(f) of Regulation S-K, which include but are not limited to, bankruptcies, criminal convictions and an adjudication finding that an individual violated federal or state securities laws.

Board Composition

Our business and affairs are organized under the direction of our board of directors, which currently consists of five members. Our directors hold office until the earlier of their death, incapacity, removal or resignation, or until their successors have been elected and qualified. Our board of directors does not have a formal policy on whether the roles of a Chief Executive Officer and Chairman of our board of directors should be separate. The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling and direction to our management. Our board of directors meets on a regular basis. Our bylaws provide that the authorized number of directors may be changed only by resolution of the board of directors.

We have no formal policy regarding board diversity. Our priority in selection of board members is identification of members who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business and understanding of the competitive landscape.

Our amended and restated certificate of incorporation divides our board of directors into three classes, with staggered three-year terms, as follows:

Class I Directors (serving until the 2021 Annual Meeting of Stockholders, or until their earlier death, disability, resignation or removal):

Dr. Francis Duhay* and Dr. Sanjay Shrivastava*

Class II Directors (serving until the 2022 Annual Meeting of Stockholders, or until their earlier death, disability, resignation or removal):

Matthew M. Jenusaitis*, Robert A. Berman

Class III Director (serving until the 2020 Annual Meeting of Stockholders, or until his earlier death, disability, resignation or removal):

Robert C. Gray*

(*) Independent Director.

At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will serve until the third annual meeting following their election and until their successors are duly elected and qualified. The authorized size of our board of directors is currently five members. The authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed between the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the board of directors may have the effect of delaying or preventing changes in our control or management. Our directors may be removed for cause by the affirmative vote of the holders of at least 66 2/3% of our voting stock.

Director Independence

The Nasdaq Marketplace Rules require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.

Under Rule 5605(a)(2) of the Nasdaq Marketplace Rules, a director will only qualify as an “independent director” if, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has reviewed the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that each of Dr. Duhay, Mr. Gray, Mr. Jenusaitis and Dr. Shrivastava is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules. Our board of directors also determined that Mr. Gray, Mr. Jenusaitis and Dr. Shrivastava will serve on our audit committee, Mr. Gray and Mr. Jenusaitis and Dr. Shrivastava will serve on our compensation committee, and Dr. Duhay, Mr. Jenusaitis and Dr. Shrivastava will serve on our nominating and corporate governance committee, and that each of the committees satisfy the independence standards for such committees established by the SEC and the Nasdaq Marketplace Rules, as applicable. In making such determinations, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Meetings of the Board and Stockholders

Our board of directors met in person and telephonically four times during 2019 and also acted by unanimous written consent. All of the members of our board of directors (other than Mr. Gray and Mr. Jenusaitis who joined the Board in September 2019) were present during at least 75% of the board of director meetings and all of the members of the respective committees of the board of directors were present during at least 75% of such committee meetings held. Mr. Gray attended all board meetings and committee meetings in 2019 following his appointment as a director. Mr. Jenusaitis did not attend any board meetings or committee meetings in 2019 following his appointment as a director. There were four Audit Committee meetings, one Compensation Committee meetings and one Nominating or Corporate Governance meetings held in 2019. Our board of directors had 100% attendance for the annual meeting that convened on December 6, 2019. It is our policy that all directors must attend all stockholder meetings, barring extenuating circumstances.

Board Committees

Our board of directors has established three standing committees—audit, compensation, and nominating and corporate governance—each of which operates under a charter that has been approved by our board of directors. Prior to the completion of this offering, copies of each committee’s charter will be posted on the Investors section of our website, which is located at www.hancockjaffe.com. Each committee has the composition and responsibilities described below. Our board of directors may from time to time establish other committees.

Audit Committee

Our audit committee consists of Mr. Gray, who is the chair of the audit committee, Mr. Jenusaitis and Dr. Shrivastava. Our board of directors has determined that each of the members of our audit committee satisfies the Nasdaq Marketplace Rules and SEC independence requirements. The functions of this committee include, among other things:

Our board of directors has determined that Mr. Gray qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations and meets the financial sophistication requirements of the Nasdaq Marketplace Rules. Both our independent registered public accounting firm and management periodically meet privately with our audit committee.

Compensation Committee

Our compensation committee consists of Dr. Shrivastava, who is the chair of the committee, Mr. Gray and Mr. Jenusaitis. Our board of directors has determined that each of the members of our compensation committee is an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, and satisfies the Nasdaq Marketplace Rules independence requirements. The functions of this committee include, among other things:

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Dr. Duhay, who is the chair of the committee, Mr. Jenusaitis and Dr. Shrivastava. Our board of directors has determined that each of the members of this committee satisfies the Nasdaq Marketplace Rules independence requirements. The functions of this committee include, among other things:

Code of Conduct

Our board of directors has adopted a written code of conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted on our website a current copy of the code and all disclosures that are required by law or Nasdaq Marketplace Rules concerning any amendments to, or waivers from, any provision of the code.

Board Leadership Structure

Our board of directors is free to select the Chairman of the board of directors and a Chief Executive Officer in a manner that it considers to be in the best interests of our company at the time of selection. Currently, Robert A. Berman serves as our Chief Executive Officer. The office of the Chairman of the board of directors remains vacant since the voluntary resignation of Mr. Yury Zhivilo in May 2019. We currently believe that this leadership structure is in our best interests and strikes an appropriate balance between our Chief Executive Officer’s responsibility for the day-to-day management of our company and the Chairman of the board of directors’ responsibility to provide oversight, including setting the board of directors’ meeting agendas and presiding at executive sessions of the independent directors. Additionally, four of our five members of our board of directors have been deemed to be “independent” by the board of directors, which we believe provides sufficient independent oversight of our management. Our board of directors has not designated a lead independent director.

Our board of directors, as a whole and also at the committee level, plays an active role overseeing the overall management of our risks. Our Audit Committee reviews risks related to financial and operational items with our management and our independent registered public accounting firm. Our board of directors is in regular contact with our Chief Executive Officer, who reports directly to our board of directors and who supervises day-to-day risk management.

Role of Board in Risk Oversight Process

Our board of directors believes that risk management is an important part of establishing, updating and executing on our business strategy. Our board of directors has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations, and the financial condition and performance of our company. Our board of directors focuses its oversight on the most significant risks facing us and on our processes to identify, prioritize, assess, manage and mitigate those risks. Our board of directors receives regular reports from members of our senior management on areas of material risk to us, including strategic, operational, financial, legal and regulatory risks. While our board of directors has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on us.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred to herein as the “reporting persons”) file with the SEC various reports as to their ownership of and activities relating to our common stock. Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely upon a review of copies of Section 16(a) reports and representations received by us from reporting persons, and without conducting any independent investigation of our own, in fiscal year 2019, other than as set forth below all Forms 3, 4 and 5 were timely filed with the SEC by such reporting persons.

Matt Jenusaitis filed one late Form 3 and one late Form 4 with Mr. Jenusaitis’ Form 3 reporting that he did not beneficially own any securities prior to his appointment as a director and his Form 4 reporting four transactions.

Certain Relationships and Related Party Transactions

The following is a description of transactions since January 1, 2018 to which we were a party in which (i) the amount involved exceeded or will exceed the lesser of (A) $120,000 or (B) one percent of our average total assets at year end for the last two completed fiscal years and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, any of the foregoing persons, who had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other similar arrangements, which are described under “Executive Compensation.”

Biodyne

On April 26, 2018, the Company and Biodyne Holding S.A. (“Biodyne”) agreed to convert the remaining aggregate principal and accrued interests of the loan into shares of our common stock at a conversion price of $4.30 per share. We issued to Biodyne 120,405 shares of common stock for the conversion of the loan which carried $499,000 in aggregate principal and approximately $18,742 in accrued interests. Yury Zhivilo, who resigned as chairman of our board of directors on May 23, 2019, is the majority shareholder of Biodyne.

Indemnification of Officers and Directors

Our amended and restated certificate of incorporation and amended and restated bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted by the Delaware General Corporations Law. Further, we entered into indemnification agreements with each of our directors and officers, and we intend to purchase a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.

To the best of our knowledge, during the past two fiscal years, other than as set forth above, there were no material transactions, or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party, in which the amount involved exceeds the lesser of (A) $120,000 or (B) one percent of our average total assets at year end for the last two completed fiscal years, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest (other than compensation to our officers and directors in the ordinary course of business).

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF
MR. ROBERT C. GRAY TO SERVE AS A CLASS III DIRECTOR ON THE COMPANY’S BOARD, TO HOLD OFFICE UNTIL THE 2023 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL HIS SUCCESSOR IS ELECTED AND QUALIFIED OR UNTIL THEIR EARLIER RESIGNATION OR REMOVAL.

EXECUTIVE COMPENSATION

The following table sets forth total compensation paid to our named executive officers for the years ended December 31, 2019 and 2018. Individuals we refer to as our “named executive officers” include our current Chief Executive Officer and both of our previous Co-Chief Executive Officers, our current and previous Chief Financial Officer and our two other most highly compensated executive officers whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2019.

Employment Agreements

We have entered into various employment agreements with certain of our executive officers. Set forth below is a summary of many of the material provisions of such agreements, which summaries do not purport to contain all of the material terms and conditions of each such agreement. For purposes of the following employment agreements:

Beneficial Owners. If you are a beneficial owner of your shares, you must contact the broker or other nominee holding your shares and follow their instructions for revoking or changing your vote, or vote at the Special Meeting.

The Proxy Advisory Group, LLC

18 East 41st Street, 20th Floor

New York, NY 10017

Tel: (212) 616-2181

PROPOSAL NO. 1: THE AUTHORIZED SHARE PROPOSALRobert A. Berman

Our AmendedOn March 30, 2018, we entered into an employment agreement with Robert A. Berman, our current Chief Executive Officer and Restated Certificate of Incorporation currently authorizes the issuance of up to 50,000,000 shares of common stock. As of July 21, 2020, there were 38,036,974 shares of common stock outstanding.

As of the date of this proxy statement, we do not have a sufficient amount of authorized shares of common stock to issue any additional shares of common stock or to permit the conversion or exercise of any Outstanding Convertible Securities (as defined below) into shares of our common stock, including without limitation, (i) outstanding options, (ii) in connection with a potential merger between the Company with Catheter Precision, Inc. (as described in that certain non-binding letter of intent between the parties, dated May 22, 2020), (iii) in connection with a private placement of warrants to purchase up to 1,300,000 shares of common stock pursuant to that certain Securities Purchase Agreement, dated February 25, 2020, by and among the Company and the purchaser signatories thereto, (iv) in connection with a private placement of warrants to purchase up to 1,886,793 shares of common stock pursuant to that certain Securities Purchase Agreement, dated April 24, 2020 (the “April Purchase Agreement”), by and among the Company and the purchaser signatories thereto, (v) in connection with a private placement of warrants to purchase up to 2,930,402 shares of common stock pursuant to that certain Securities Purchase Agreement, dated June 1, 2020 (the “June Purchase Agreement”), by and among the Company and the purchaser signatories thereto, (vi) in connection with the wavier of certain rights of the purchaser signatoriesdirector. Pursuant to the April Purchase Agreement and June Purchase Agreement, warrants to purchase up to 3,495,000 sharesterms of common stock pursuant to certain waiver agreements, (vii) in connection with a public offering of shares of common stock and warrants, the warrants to purchase up to 14,375,000 shares of common stock pursuant to that certain Underwriting Agreement, dated July 17, 2020 (the “Underwriting Agreement”), between the Company and Ladenburg Thalmann & Co. Inc., as representative of the several underwriters named therein, and (viii) in connection with a private placement of (a) Preferred Stock, convertible into 6,078,125 shares of common stock, and (b) warrants to purchase up to 6,078,125 shares of common stock pursuant to that certain Securities Purchase Agreement, dated July 17, 2020 (the “July Purchase Agreement”), by and among the Company and the purchaser signatories thereto (the foregoing convertible or exercisable securities are collectively referred to herein as the “Outstanding Convertible Securities”).

Our Board has approved,his employment agreement, Mr. Berman’s base salary is $400,000, subject to stockholder approval, an amendment to our Amendedannual review and Restated Certificate of Incorporation to increase the number of authorized shares of common stock to 250,000,000 shares (the “Authorized Share Amendment”). The additional shares of common stock authorized by the Authorized Share Amendment, if and when issued, would have the same rights and privileges as the shares of common stock previously authorized. A copy of the Authorized Share Amendment is set forth in Annex A hereto.

The additional shares of common stock authorized by the Authorized Share Amendment could be issuedadjustment at the discretion of our compensation committee, and he will be eligible for an annual year-end discretionary bonus of up to 50% of his base salary, subject to the Board from timeachievement of key performance indicators, as determined by our compensation committee. The initial term of Mr. Berman’s employment agreement may be terminated at anytime with or without cause and with or without notice or for good reason thereunder. In connection with his employment, Mr. Berman received an initial equity grant of an option to time for any proper corporate purpose, including, without limitation,purchase 1,080,207 options with 216,041 vesting on the acquisitiondate of other businesses,his employment agreement and the raising of additional capital for useremaining 8-% vesting ratably over the following 24 months.

Mr. Berman is entitled to participate in our business, a splitemployee benefit, pension and/or profit sharing plans, and we will pay certain health and dental premiums on his behalf. Mr. Berman’s employment agreement prohibits him from inducing, soliciting or entertaining any of or dividend on then outstanding shares or in connection with any employee stock plan or program. Exceptour employees to leave our employ during the term of the agreement and for 12 months thereafter.

Pursuant to the extent required by applicable law or regulation, any future issuancesterms of authorized shares of common stock may be approved by the Board without further action by the stockholders. The availability of additional shares of common stock would be particularly important (i)his employment agreement, Mr. Berman is entitled to severance in the event thatof certain terminations of employment. In the Board needsevent Mr. Berman’s employment is terminated by us without cause and other than by reason of disability or he resigns for good reason, subject to undertake anyhis timely executing a release of the foregoing actions on an expedited basis in order to avoid the time and expense of seeking stockholder approval in connection with the contemplated issuance of common stock, where such approval might not otherwise be required, and (ii) to issue the Outstanding Convertible Securities.

Although the Board will issue common stock only when required or when the Board considers such issuance to beclaims in our best interests, the issuance of additional common stock may, among other things, have a dilutive effect on the earnings per share (if any) and on the equity and voting rights of our existing stockholders.

Additionally, the presence of such additional authorized but unissued shares of common stock could discourage unsolicited business combination transactions which might otherwise be desirable to stockholders. The Board is not currently aware of any attempt to take over or acquire us. While it may be deemed to have potential anti-takeover effects, the proposed Authorized Share Amendment to increase the authorized shares of common stock is not prompted by any specific effort or takeover threat currently perceived by management. In addition, we do not have any plans to implement additional measures having anti-takeover effects. The Board believes that the benefits of providing it with the flexibility to issue shares without delay for any proper business purpose, including as an alternative to an unsolicited business combination opposed by the Board, outweigh the possible disadvantages of dilution and discouraging unsolicited business combination proposals and that it is prudentfavor and in the best interests of stockholdersaddition to provide the advantage of greater flexibility which will result from the Authorized Share Amendment.

Vote Required

The affirmative vote of the holders of 66 2/3% of the outstanding shares of common stock and Preferred Stock, voting as a single class,certain other accrued benefits, he is entitled to vote atreceive 6 month of base salary if termination occurred prior to the Special Meeting will be required to approvesecond anniversary of his employment or 12 months of continued base salary on and after the Authorized Share Amendment. Abstentions will be counted as present for purposessecond anniversary of determining the presencehis employment (or 24 months if such termination occurs within 24 months following a change of a quorum, but will have the same effect as “Against” on the outcome of the vote.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE AUTHORIZED SHARE PROPOSAL.

PROPOSAL NO. 2: CHARTER AMENDMENT PROPOSAL

Our Amended and Restated Certificate of Incorporation currently provides that the approval of 66 2/3% of the voting power of the shares of the then outstanding voting stock of the Company entitled to vote thereon is required to amend, repeal, or adopt any provisions of the Company’s Amended and Restated Certificate of Incorporation.

Our Board has approved, subject to stockholder approval, an amendment to our Amended and Restated Certificate of Incorporation to adjust the vote required for amending, repealing, or adopting any provisions of the Company’s Amended and Restated Certificate of Incorporation to a majority of the voting power of the shares of the then outstanding voting stock of the Company entitled to vote thereon. The Board has recommended that the Charter Amendment Proposal be approved by our stockholders at this Special Meeting. A copy of the Amendment is set forth in Annex B hereto.

Many public companies have adopted charters that provide that approval of a majority, rather than 66 2/3%, of the voting power of the shares of the then outstanding voting stock entitled to vote thereon is required to amend, repeal, or adopt any provisions of such charter. Our Board has determined that the Charter Amendment Proposal is in line with such market practice and is in the best interests of the Company.

If the Charter Amendment Proposal is adopted and approved by our stockholders at this Special Meeting, promptly following the completion of the Special Meeting, we will file a certificate of amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

Vote Required

The affirmative vote of the holders of 66 2/3% of the outstanding shares of common stock and Preferred Stock, voting as a single class, entitled to vote at the Special Meeting will be required to approve the Charter Amendment Proposal. Abstentions and “broker non-votes” will each be counted as present for purposes of determining the presence of a quorum, but will have the same effect as “Against” on the outcome of the vote.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” CHARTER AMENDMENT PROPOSAL.

PROPOSAL NO. 3: THE REVERSE SPLIT PROPOSALcontrol).

IntroductionRobert A. Rankin

On July [●], 2020,16, 2018, the Board acted unanimouslyCompany entered into an employment agreement with Mr. Rankin which provides for an annual base salary of $250,000 as well as standard employee insurance and other benefits. Pursuant to adoptthis agreement, Mr. Rankin is eligible for annual salary increases at the Reverse Split Proposal to amend our Amended and Restated Certificate of Incorporation to enable a potential reverse splitdiscretion of our common stock at a ratioboard of between one-for-five and one-for-fifty (the “Reverse Split”), with such ratiodirectors as well as an annual year-end discretionary bonus of up to be determined at30% of his base salary, subject to the sole discretionachievement of the Board and with such Reverse Split to be effected at such time and date, if at all,key performance indicators, as determined by the Boardboard and the Chief Executive Officer of the Company in itstheir sole discretiondiscretion. In connection with his employment, Mr. Rankin received an initial equity grant of an option to purchase 150,000 options with 50,000 options vesting on July 16, 2019 and the remaining 100,000 vesting on a quarterly basis over the following two-year period.

Mr. Rankin’s employment agreement provides for severance payments in the event of termination without Cause or he resigns for Good Reason (as defined in the agreement), equal to three months of base salary for each year that he has been employed by the Company at the same time. The Boardtime of termination, up to a total of one year of his base salary, provided, that if such termination results from a Change of Control (as defined in the agreement), Mr. Rankin’s severance will not be less than six months of his base salary.

Mr. Rankin’s employment with the Company is now asking you to approve this Reverse Split Proposal.“at-will” and may be terminated at any time, with or without cause and with or without notice by either Mr. Rankin or the Company.

Effective March 30, 2020, Mr. Rankin resigned from the Company.

If approved, the Reverse Split will be effective upon the filing of a certificate of amendment to our Amended and Restated Certificate of Incorporation, in the form attached to this proxy statement as Annex B (the “Certificate of Amendment”), with the Secretary of State of Delaware, with such filing to occur, if at all, at the sole discretion of the Board.Marc H. Glickman, M.D.

The intentionOn July 22, 2016, we entered into an employment agreement with Marc H. Glickman, M.D., our Senior Vice President and Chief Medical Officer (the “Pre-existing Employment Agreement”). Pursuant to the terms of his Pre-existing Employment Agreement, Dr. Glickman’s base salary is $300,000, subject to annual review and adjustment at the Board in obtaining approval for the authority to effect a Reverse Split would be to increase the stock pricediscretion of our common stock sufficiently aboveboard of directors, and he will be eligible for an annual year-end discretionary bonus of up to 50% of his base salary, subject to the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market (“Nasdaq”) if necessary in the future. Additionally, we received notice from The NASDAQ Stock Market indicating that, because the closing bid price for the Company’s common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2)achievement of Nasdaq Listing Rules. Nasdaq’s notice has no immediate effect on the listingkey performance indicators, as determined by our board of the Company’s common stock on the Nasdaq Capital Market. If we are unable to resolve the situation to allow for continued listing on the Nasdaq Capital Market, this will result in a de-listing of our common stock.

directors. In addition, as discussed above in connection with Proposal 1, the effecthis Pre-existing Employment Agreement, Dr. Glickman received an initial equity grant of the Reverse split will bean option to increase the number of authorized but unissued shares of common stock of the Company. The Board, in its sole discretion, can electpurchase up to abandon the Reverse Split in its entirety at any time.

One principal effect of the Reverse Split would be to decrease the number of outstanding shares of our common stock. Except for de minimus adjustments that may result from the treatment of fractional shares as described below, the Reverse Split will not have any dilutive effect on our stockholders since each stockholder would hold the same percentage of our common stock (in hand or on an as converted basis) outstanding immediately following the Reverse Split as such stockholder held immediately prior to the Reverse Split. The relative voting and other rights that accompany the shares would not be affected by the Reverse Split.

The table below sets forth the number of184,500 shares of our common stock outstanding beforewith 20% of the shares vesting immediately and after80% vesting on a monthly basis over 24 months thereafter. The initial term of Dr. Glickman’s Pre-existing Employment Agreement ended on December 31, 2018 and was automatically extended for additional three-year terms.

On July 26, 2019, we entered into an employment agreement with Dr. Glickman (the “New Employment Agreement”) that supersedes the Reverse Split based on 38,036,974 sharesterms of the Pre-existing Employment Agreement. Pursuant to the terms of the New Employment Agreement, Dr. Glickman’s base salary is $350,000 per year, subject to annual review and adjustment at the discretion of the Board. In connection with entering into the New Employment Agreement, Dr. Glickman’s existing one hundred and eighty four thousand five hundred (184,500) options (“Existing Options”) to purchase Company common stock at ten dollars ($10.00) per share until October 1, 2026, were repriced to two dollars ($2.00) per share. Additionally, Dr. Glickman, in connection to the New Employment Agreement, was granted stock options for the right to purchase one hundred and eighty thousand (180,000) common stock at a price equal to two dollars ($2.00) per share exercisable until July 26, 2029, which shall vest quarterly over a three (3) year period.

Pursuant to the terms of the New Employment Agreement, Dr. Glickman is an at-will employee and is entitled to severance in the event of certain terminations of his employment. In the event that Dr. Glickman’s employment is terminated by the Company without Cause (as defined in the New Employment Agreement), other than by reason of Disability (as defined in the New Employment Agreement), or he resigns for Good Reason (as defined in the New Employment Agreement), subject to his timely executing a release of claims in favor of the Company and in addition to certain other accrued benefits, Dr. Glickman is entitled to receive three months of his base salary for each year that he has been employed by the Company at the time of termination, up to a total of one year of his base salary.

Chris Sarner

On November 7, 2018, we entered into an employment agreement with Chris Sarner, our Vice President Regulatory Affairs and Quality Assurance. Pursuant to the terms of her employment agreement, Ms. Sarner’s start date was January 2, 2019 and provides for an annual base salary of $225,000 as well as standard employee insurance and other benefits. Pursuant to this agreement, Ms. Sarner is eligible for annual salary increases at the discretion of our common stock outstanding asChief Executive Officer. In connection with her employment, Ms. Sarner received an initial equity grant of an option to purchase 150,000 options with 50,000 options vesting on February 6, 2020 and the Record Date.remaining 100,000 vesting on a quarterly basis over the following two-year period.

The Reverse SplitMs. Sarner’s employment with the Company is not part of a broader plan to take us private.“at-will”, and may be terminated at any time, with or without cause and with or without notice by either Ms. Sarner or the Company.

Effective December 2, 2019, Ms. Sarner resigned from the Company.

Reasons for the Reverse Split; Nasdaq Requirements for Continued Listing

The Board’s primary objective in proposing a potential Reverse Split is to raise the per share trading price of our common stock. Our common stock currently trades on Nasdaq under the symbol “HJLI.” In order to maintain our listing on Nasdaq we may be required to effect the Reverse Split so that our listed shares maintain a minimum bid price per share of at least $1.00. The closing trading price on July 23 2020 was $0.354.

On April 14, 2020, the Company received written notice from the Nasdaq Listing Qualifications Staff (the “Staff”) indicating that, due to the Company’s continued non-compliance with Nasdaq Listing Rule 5550(b), the Staff had determined to delist the Company’s securities from Nasdaq unless the Company timely requested a hearing before the Panel. On April 21, 2020, the Company requested a hearing to appeal the Nasdaq’s decision to delist our common stock. The hearing was held on May 21, 2020, and on June 8, 2020 the Company received notice that The Nasdaq Hearings Panel had granted its request for continued listing on The Nasdaq Stock Market, subject to the certain conditions. Those conditions include that on or about July 31, 2020, the Company will have issued public disclosure that it has regained compliance with the minimum $2.5 million shareholder equity requirement of Listing Rule 5550(b)(1), and, in order to fully comply with the terms of the exception, the Company must be able to demonstrate compliance with all requirements for continued listing on The Nasdaq Stock Market. The Company is taking definitive steps to timely evidence compliance with the terms of the Panel’s decision; however, there can be no assurance that it will be able to do so by July 31, 2020, or that the Panel will grant a further extension if required, notwithstanding the fact that the Panel has the discretion to grant an extension through October 12, 2020, pursuant to the Nasdaq Listing Rules. As a result of the transactions that were consummated pursuant to the Underwriting Agreement and the July Purchase Agreement, the Company believes it has regained compliance with the minimum $2.5 million stockholders’ equity threshold for continued listing on The Nasdaq Capital Market as of July 21, 2020.

In addition, as discussed above in connection with Proposal 1, the Company needs to increase the availability of authorized but unissued shares of common stock. The Reverse Split would increase the availability of such shares, which could then be issued upon conversion or exercise of the Outstanding Convertible Securities, and in connection with an acquisition of another business or otherwise.

Our Board concluded that the liquidity and marketability of our common stock will be adversely affected if it is not listed on a national securities exchange as investors can find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our common stock. Our Board believes that current and prospective investors will view an investment in our common stock more favorably if our common stock remains listed on Nasdaq.

Our Board also believes that the Reverse Split and any resulting increase in the per share price of our common stock will enhance the acceptability and marketability of our common stock to the financial community and investing public. Many institutional investors have policies prohibiting them from holding lower-priced stocks in their portfolios, which reduces the number of potential buyers of our common stock, although we have not been told by them that is the reason for not investing in our common stock. Additionally, analysts at many brokerage firms are reluctant to recommend lower-priced stocks to their clients or monitor the activity of lower-priced stocks. Brokerage houses frequently have internal practices and policies that discourage individual brokers from dealing in lower-priced stocks. Further, because brokers’ commissions on lower-priced stock generally represent a higher percentage of the stock price than commissions on higher priced stock, investors in lower-priced stocks pay transaction costs which are a higher percentage of their total share value, which may limit the willingness of individual investors and institutions to purchase our common stock.

We cannot assure you that the Reverse Split will have any of the desired effects described above. More specifically, we cannot assure you that after the Reverse Split the market price of our common stock will increase proportionately to reflect the ratio for the Reverse Split, that the market price of our common stock will not decrease to its pre-split level, that our market capitalization will be equal to the market capitalization before the Reverse Split, or that we will be able to maintain our listing on Nasdaq.

Potential Disadvantages of the Reverse Split

As noted above, the principal purpose of the Reverse Split would be to help increase the per share market price of our common stock by up to factor of [●]. We cannot assure you, however, that the Reverse Split will accomplish this objective for any meaningful period of time. While we expect that the reduction in the number of outstanding shares of common stock will increase the market price of our common stock, we cannot assure you that the Reverse Split will increase the market price of our common stock proportionately based on the Reverse Split ratio, or result in any permanent increase in the market price of our common stock, which is dependent upon many factors, including our business and financial performance, general market conditions and prospects for future success. If the per share market price does not increase proportionately as a result of the Reverse Split, then the value of our Company as measured by our market capitalization will be reduced, perhaps significantly.

The number of shares held by each individual holder of common stock would be reduced if the Reverse Split is implemented. This will increase the number of stockholders who hold less than a “round lot,” or 100 shares. Typically, the transaction costs to stockholders selling “odd lots” are higher on a per share basis. Consequently, the Reverse Split could increase the transaction costs to existing holders of common stock in the event they wish to sell all or a portion of their position.

Although our Board believes that the decrease in the number of shares of our common stock outstanding as a consequence of the Reverse Split and the anticipated increase in the market price of our common stock could encourage interest in our common stock and possibly promote greater liquidity for our stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Split.

Effecting the Reverse Split

Upon receipt of stockholder approval for the Reverse Split Proposal, if our Board concludes that it is in the best interests of our Company and our stockholders to effect the Reverse Split, the Certificate of Amendment will be filed with the Secretary of State of Delaware. The actual timing of the filing of the Certificate of Amendment with the Secretary of State of Delaware to effect the Reverse Split will be determined by our Board. In addition, if for any reason our Board deems it advisable to do so, the Reverse Split may be abandoned at any time prior to the filing of the Certificate of Amendment, without further action by our stockholders. In addition, our Board may deem it advisable to effect the Reverse Split even if the price of our common stock is above $1.00 at the time the Reverse Split is to be effected. The Reverse Split will be effective as of the date of filing with the Secretary of State of the State of Delaware (the “Effective Time”).

Upon the filing of the Certificate of Amendment, without further action on our part or our stockholders, the outstanding shares of common stock held by stockholders of record as of the Effective Time would be converted into a lesser number of shares of common stock based on a Reverse Split ratio as determined by the Board. For example, if you presently hold [●] shares of our common stock, you would hold [●] shares of our common stock following the Reverse Split if the ratio is one-for-five or you would hold [●] shares of our common stock if the ratio is one-for-fifty.

Effect on Outstanding Shares, Options and Certain Other Securities

If the Reverse Split is implemented, the percentage of our common stock owned by each stockholder will remain unchanged except for any de minimus change resulting from rounding up to the nearest number of whole shares so that we are not obligated to issue cash in lieu of any fractional shares that such stockholder would have received as a result of the Reverse Split. The number of shares of our common stock that may be purchased upon exercise of outstanding options or other securities convertible into, or exercisable or exchangeable for, shares of our common stock, and the exercise or conversion prices for these securities, will also be ratably adjusted in accordance with their terms as of the Effective Time.

Effect on Registration

Our common stock is currently registered under the Securities Act of 1933, as amended, and we are subject to the periodic reporting and other requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The proposed Reverse Split will not affect the registration of our common stock.

Fractional Shares; Exchange of Stock Certificates

Our Board does not currently intend to issue fractional shares in connection with the Reverse Split. Therefore, we do not expect to issue certificates representing fractional shares. In lieu of any fractional shares, we will issue to stockholders of record who would otherwise hold a fractional share because the number of shares of common stock they hold of record before the Reverse Split is not evenly divisible by the Reverse Split ratio that number of shares of common stock as rounded up to the nearest whole share. For example, if a stockholder holds [●] shares of common stock following the Reverse Split, that stockholder will receive certificate representing [●] shares of common stock. No stockholders will receive cash in lieu of fractional shares.

As of the Record Date, we had 79 holders of record of our common stock (although we have significantly more beneficial holders). We do not expect the Reverse Split and the rounding up of fractional shares to whole shares to result in a reduction in the number of record holders. We presently do not intend to seek any change in our status as a reporting company for federal securities law purposes, either before or after the Reverse Split.

On or after the Effective Time, we will mail a letter of transmittal to each stockholder. Each stockholder will be able to obtain a certificate evidencing his, her or its post-Reverse Split shares only by sending the exchange agent (who will be the Company’s transfer agent) the stockholder’s old stock certificate(s), together with the properly executed and completed letter of transmittal and such evidence of ownership of the shares as we may require. Stockholders will not receive certificates for post-Reverse Split shares unless and until their old certificates are surrendered. Stockholders should not forward their certificates to the exchange agent until they receive the letter of transmittal, and they should only send in their certificates with the letter of transmittal. The exchange agent will send each stockholder, if elected in the letter of transmittal, a new stock certificate after receipt of that stockholder’s properly completed letter of transmittal and old stock certificate(s). A stockholder that surrenders his, her or its old stock certificate(s) but does not elect to receive a new stock certificate in the letter of transmittal will be deemed to have requested to hold that stockholder’s shares electronically in book-entry form with our transfer agent.

Certain of our registered holders of common stock hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have stock certificates evidencing their ownership of our common stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. If a stockholder holds registered shares in book-entry form with our transfer agent, the stockholder may return a properly executed and completed letter of transmittal.

Stockholders who hold shares in street name through a nominee (such as a bank or broker) will be treated in the same manner as stockholders whose shares are registered in their names, and nominees will be instructed to effect the Reverse Split for their beneficial holders. However, nominees may have different procedures and stockholders holding shares in street name should contact their nominees.

Stockholders will not have to pay any service charges in connection with the exchange of their certificates.

Anti-Takeover and Dilutive Effects

The authorized common stock will not be diluted as a result of the Reverse Split. The common stock that is authorized but unissued provide the Board with flexibility to effect among other transactions, public or private financings, acquisitions, stock dividends, stock splits and the granting of equity incentive awards. However, these authorized but unissued shares may also be used by our Board, consistent with and subject to its fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable. The Certificate of Amendment would continue to give our Board authority to issue additional shares from time to time without delay or further action by the stockholders except as may be required by applicable law or regulations. The Certificate of Amendment is not being recommended in response to any specific effort of which we are aware to obtain control of us, nor does our Board have any present intent to use the authorized but unissued common stock to impede a takeover attempt. There are no plans or proposals to adopt other provisions or enter into any arrangements that have material anti-takeover effects.

Accounting Consequences

As of the Effective Time, the stated capital attributable to common stock on our balance sheet will be reduced proportionately based on the Reverse Split ratio (including a retroactive adjustment of prior periods), and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Reported per share net income or loss will be higher because there will be fewer shares of our common stock outstanding.

Federal Income Tax Consequences

The following summary describes certain material U.S. federal income tax consequences of the Reverse Split to holders of our common stock. This summary addresses the tax consequences only to a beneficial owner of our common stock that is a citizen or individual resident of the United States, a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis in respect of our common stock (a “U.S. holder”). This summary does not address all of the tax consequences that may be relevant to any particular stockholder, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to persons who may be subject to special treatment under U.S. federal income tax law or persons that do not hold our common stock as “capital assets” (generally, property held for investment). This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date hereof. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Split.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Split.

Each stockholder should consult his, her or its own tax advisor regarding the U.S. federal, state, local and foreign income and other tax consequences of the Reverse Split.

The Reverse Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, no gain or loss should be recognized by a U.S. holder upon the Reverse Split. Accordingly, the aggregate tax basis in the common stock received pursuant to the Reverse Split should equal the aggregate tax basis in the common stock surrendered and the holding period for the common stock received should include the holding period for the common stock surrendered.

Text of Proposed Certificate of Amendment; Effectiveness

The text of the proposed Certificate of Amendment is set forth in Annex B to this proxy statement. If and when effected by our Board, the Certificate of Amendment will become effective upon its filing with the Secretary of State of Delaware.

Vote Required

The affirmative vote of 66 2/3% of the issued and outstanding shares of common stock and Preferred Stock, voting as a single class, entitled to vote at the Special Meeting is required to approve the Reverse Split Proposal. Abstentions will be counted as present for purposes of determining the presence of a quorum, but will have the same effect as “Against” on the outcome of the vote.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE REVERSE SPLIT PROPOSAL.

PROPOSAL NO. 4: Potential Payments Upon Termination or Change-in-Control

Pursuant to the terms of the employment agreements discussed above, we will pay severance in the event of certain terminations of employment. In the event employment is terminated by us without cause and other than by reason of disability or if the executive resigns for good reason, subject to his or her timely executing a release of claims in our favor and in addition to certain other accrued benefits, he or she is entitled to receive severance pursuant to the terms of his or her employment agreements discussed above.

THE FIRST NASDAQ PROPOSALOutstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding equity awards held by our named executive officers as of December 31, 2019.

Employee Benefit Plans

IntroductionAmended and Restated 2016 Omnibus Incentive Plan

In a private placement that closed concurrently with a public offering (the “July Public Offering”)On October 1, 2016, our board of directors and our securitiesstockholders adopted and approved the Hancock Jaffe Laboratories, Inc. 2016 Omnibus Incentive Plan, and, subsequently on July 22, 2020, pursuantApril 26, 2018, our board of directors and our stockholders adopted and approved the Amended and Restated 2016 Omnibus Incentive Plan (“2016 Plan”). The principal features of the 2016 Plan are summarized below. This summary does not give consideration to the July Purchase Agreement we issuedpotential amendment to the 2016 Plan as described in Proposal 3 hereto and sold to certain purchasers (i) 4,205,406 shares of Preferred Stock at a price per share of $0.37, which may convert into 6,078,125 shares (the “Conversion Shares”) of common stock (not including the issuance of shares of common stock pursuant to certain dividend rights), which represents a conversion ratio of approximately 1-to-1.445, and (ii) unregistered warrants (the “July Warrants”) to purchase up to 6,078,125 shares (the “July Warrant Shares”) of common stock, at an exercise price of $0.32 per share.

The following is a summary of the material terms of the Preferred Stock. This summary is not complete. The following summary of the terms and provisions of the Preferred Stock is qualified in its entirety by reference to the Certificate of Designationstext of the Preferred Stock (the “Certificate of Designations”) setting forth the terms of the Preferred Stock and our Amended and Restated Certificate of Incorporation.

Ranking

The Preferred Stock ranks senior to our common stock and any future preferred stock of the Company with respect to dividend rights and/or rights upon distributions or liquidation.

Dividends

The holders of the Preferred Stock are entitled to receive dividends in kind at2016 Plan, which is filed as an annual rate equal to 8.0% of the per share purchase price of the Preferred Stock for each of the then outstanding shares of Preferred Stock, calculated on the basis of a 360-day year consisting of twelve 30-day months. Such dividends will begin to accrue and accumulate (to the extent not otherwise declared and paid as set forth above) on each share of Preferred Stock, from the date of issuance of such share of Preferred Stock.

Conversion

If at any time after the later of (i) the date that we file an amendment to our Amended and Restated Certificate of Incorporation to reflect our stockholders’ approval of either an increase in the number of our authorized shares of common stock or a reverse stock split (as described in Proposals 1 and 3), and (ii) the date of approval as may be required by the applicable rules and regulations of The Nasdaq Stock Market LLC (or any successor entity) from the stockholders of the Company with respectexhibit to the transactions contemplated by the July Purchase Agreement, including the issuanceregistration statement of all of the Conversion Shares and the July Warrant Shares in excess of 19.99% of the issued and outstanding common stock on July 21, 2020 (collectively,which this prospectus is a “Capital Event”), and subsequent to a Capital Event the Company (i) consummates a merger, or (ii) raises an aggregate of at least $8,000,000 in gross proceeds in a transaction or series of transactions within any twelve (12) month period, then the Company may force the automatic conversion of the Preferred Stock into Conversion Shares.

Voting Rights

The holders of shares Preferred Stock will vote with holders of the common stock, and with any other shares of preferred stock that vote with the common stock, with each holder of Preferred Stock being entitled to one vote per share of Preferred Stock. Notwithstanding the foregoing, the holders of shares of Preferred Stock shall vote as a single class upon any action that would adversely alter, change or otherwise affect the powers, preferences or special rights of such holders and the affirmative vote of the holders of a majority of the voting power Preferred Stock shall be required for the approval of any such action.

The July Warrants have an initial per share exercise price of $0.32, subject to customary adjustments, and will expire seven years from the date of issuance. The July Warrants are exercisable upon a Capital Event.part.

In connection with the private placement of the Preferred Stock and the July Warrants, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with each of the purchaser signatories to the July Purchase Agreement. Pursuant to the Registration Rights Agreement, the Company agreed to cause a resale registration statement on Form S-1 providing for the resale by holders of the Conversion Shares and the July Warrant Shares, to be filed thirty (30) calendar days following the approval of Proposals 1 or 3, and the Company will use commercially reasonable efforts to have such resale registration statement declared effective as soon as practicable.

The terms of the July Purchase Agreement, the Certificate of Designations and the July Warrants are complex and are only briefly summarized above. For further information regarding these agreements and the financing, please refer to our Current Report on Form 8-K filed with the SEC on July 21, 2020 and our Registration Statement on Form S-1, as amended (File No. 333-239658), initially filed with the SEC on July 2, 2020. The discussion herein is qualified in its entirety by reference to such filed transaction documents.

Why the Company Needs Stockholder Approval

We are seeking the Stockholder Approval in order to comply with Nasdaq Listing Rules 5635(d). Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the greater of book or market value of the stock if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance. Since the conversion price of the Preferred Stock under the Certificate of Designations and the exercise price of the July Warrants was lower than the market price of our common stock on the date of issuance of the Preferred Stock and July Warrants, the Company requires the stockholder approval described in the proxy statement to issue 20% or more of our outstanding common stock as calculated immediately prior to the date of the financing.

Effect of Proposal on Current Stockholders

If the First Nasdaq Proposal is adopted, based on the initial conversion rate per share of the Preferred Stock, 6,078,125 shares of common stock would be issuable upon conversion of the Preferred Stock (not including the issuance of shares of common stock pursuant to certain dividend rights), representing up to 15.98% of the shares of our common stock outstanding on the Record Date. Furthermore, if the First Nasdaq Proposal is adopted, based on an initial exercise price of the Warrants of $0.32 per share, up to a maximum of 6,078,125 shares of common stock would be issuable upon exercise of the July Warrants, representing up to 15.98% of the shares of our common stock outstanding on the Record Date.

The issuance of such shares could result in significant dilution to holders of our common stock, and could substantially reduce such holders’ percentage interest in the voting power of the Company. In addition, the sale or any resale of the Conversions Shares or July Warrant Shares could cause the market price of our common stock to decline further.

Consequence of a Failure to Provide Stockholder Approval

If our stockholders do not approve the First Nasdaq Proposal, we will have the right to issue shares up to 19.9% of the Company’s issued and outstanding common stock as calculated immediately prior to the financing upon conversion of the Preferred Stock or exercise of the July Warrants, without stockholder approval.

Vote Required

The approval of this proposal requires the affirmative vote of the majority of shares cast on the proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal. Notwithstanding the foregoing, to the extent a holder of common stock or Preferred Stock as of the Record Date was issued any of the securities described in this proposal, such holder cannot vote on this proposal.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE FIRST NASDAQ PROPOSAL.

PROPOSAL NO. 5: THE SECOND NASDAQ PROPOSALShare Reserve

Introduction

We have reserved 4,924,485 shares of our common stock for issuance under the 2016 Plan, plus an annual increase on each anniversary of April 2020 Transactions

On April 24, 2020, we entered into26^th equal to 3% of the April Purchase Agreement with certain purchasers (the “April Purchasers”) pursuant to which wetotal issued and sold in a registered direct offering priced at the market, an aggregateoutstanding shares of 1,886,793 shares (the “April Shares”) ofour common stock at a purchase priceas of $0.405 per April Share, and in a concurrent private placement, warrants (the “April Warrants”) to purchase up to 1,886,793such anniversary (or such lesser number of shares (the “April Warrant Shares”)as may be determined by our board of directors), at a purchase priceall of $0.125 per April Warrant, for a combined purchase price per April Share and April Warrant of $0.53, which is priced at the marketmay be granted as incentive stock options under Nasdaq rules.Code Section 422. The April Warrants are exercisable immediately on the date of issuance at an exercise price of $0.405 per share and will expire five years following the date of issuance. The closing of these transactions occurred on April 28, 2020.

The terms of the April Purchase Agreement and the April Warrants are complex and are only briefly summarized above. For further information regarding these agreements and the financing, please refer to our Current Report on Form 8-K filed with the SEC on April 28, 2020. The discussion herein is qualified in its entirety by reference to such filed transaction documents.

June 2020 Transactions

On June 1, 2020, we entered into the June Purchase Agreement with certain purchasers (the “June Purchasers”) pursuant to which we issued and sold in a registered direct offering priced at the market, an aggregate of 2,930,402 shares (the “June Shares”) of common stock, at a purchase price of $ 0.33 per June Share, and in a concurrent private placement, warrants (the “June Warrants”) to purchase up to 2,930,402 shares (the “June Warrant Shares”), at a purchase price of $0.125 per June Warrant, for a combined purchase price per June Share and June Warrant of $0.455, which is priced at the market under Nasdaq rules. The June Warrants are exercisable immediately on the date of issuance at an exercise price of $0.33 per share and will expire five years following the date of issuance. The closing of these transactions occurred on June 3, 2020.

The terms of the June Purchase Agreement and the June Warrants are complex and are only briefly summarized above. For further information regarding these agreements and the financing, please refer to our Current Report on Form 8-K filed with the SEC on June 3, 2020. The discussion herein is qualified in its entirety by reference to such filed transaction documents.

July 2020 Waivers

The April Purchasers and the June Purchasers participated in the July Public Offering and agreed with the representative of the underwriters to enter into a lock-up and voting agreement (the “Lock-Up and Voting Agreements”) whereby among other terms, each of the April Purchasers and the June Purchasers agreed to vote all shares of common stock each beneficially ownedissuable under the 2016 Plan will consist of authorized and unissued shares, treasury shares or shares purchased on the open market or otherwise, all as of the Record Date, with respectdetermined by our company from time to time.

If any award is canceled, terminates, expires or lapses for any reason prior to the proposals contained in this proxy statement (howeverissuance of shares or if shares are issued under the 2016 Plan and thereafter are forfeited to us, the shares subject to such purchasers cannot vote on this Proposal 5). Additionally, as consideration for the April Purchasers’ and June Purchasers’ waiver of certain rights set forth in April Purchase Agreement and June Purchase Agreement, each such purchaser was issued unregistered warrants (the “Waiver Warrants”) substantially similar to the warrants issued in the July Public Offeringawards and the July Warrants, except thatforfeited shares will not count against the Waiver Warrants have a term of five years, have an exercise price equal to $0.37 per share and carry piggy-back registration rights. Theaggregate number of shares of common stock underlyingavailable for grant under the Waiver Warrants was equal to2016 Plan. In addition, the dollar amount subscribed by such purchasers infollowing items will not count against the July Public Offering and/or the concurrent private placement, multiplied by 1.5, which equates to Waiver Warrants to purchase up to an aggregate of 3,495,000 shares (the “Waiver Warrant Shares”) of common stock.

Why the Company Needs Stockholder Approval

We are seeking the Stockholder Approval in order to comply with Nasdaq Listing Rules 5635(d). Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the greater of book or market value of the stock if the number of shares of common stock available for grant under the 2016 Plan: (1) shares issued under the 2016 Plan repurchased or surrendered at no more than cost or pursuant to be issuedan option exchange program, (2) any award that is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance. Since the exercise price of the Waiver Warrants was lowersettled in cash rather than the market price of our common stock on the date ofby issuance of the Preferred Stock, the Company requires the stockholder approval described in the proxy statement to issue 20% or more of our outstanding common stock as calculated immediately prior to the date of the financing.

Effect of Proposal on Current Stockholders

If the Second Nasdaq Proposal is adopted, based on an initial exercise price per share of the April Warrants, the June Warrants, and the July Warrants, 8,312,195 shares of common stock, would be issuable upon exercise of such warrants, representing up to 21.85%(3) shares surrendered or tendered in payment of the sharesoption price or purchase price of our common stock outstanding on Record Date.

The issuance of such shares could result in significant dilution to our stockholders, and could substantially reduce our stockholders’ percentage interest in the voting power of the Company. In addition, the salean award or any resaletaxes required to be withheld in respect of the April Warrant Shares, the June Warrant Shares,an award or the Waiver Warrant Shares could cause the market price(4) awards granted in assumption of our common stock to decline further.or in substitution for awards previously granted by an acquired company.

Consequence of a Failure to Provide Stockholder Approval

If our stockholders do not approve the Second Nasdaq Proposal, we will have the right to issue shares up to 19.9% of the Company’s issued and outstanding common stock as calculated immediately prior to the financing upon exercise of the April Warrants, the June Warrants, and the Waiver Warrants without stockholder approval.

Vote RequiredAdministration

The approval2016 Plan may be administered by our board of this proposal requiresdirectors or our compensation committee. Our compensation committee, in its discretion, selects the affirmative voteindividuals to whom awards may be granted, the time or times at which such awards are granted and the terms and conditions of such awards. Our board of directors also has the authority, subject to the terms of the majority of shares cast on2016 Plan, to amend existing options (including to reduce the proposal. Abstentionsoption’s exercise price), to institute an exchange program by which outstanding options may be surrendered in exchange for options that may have different exercise prices and broker non-votes will have no effect on the outcome of this proposal. Notwithstanding the foregoing, to the extent a holder of commonterms, restricted stock, as of the Record Date was issued any of the securities described in this proposal, such holder cannot vote on this proposal.and/or cash or other property.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE SECOND NASDAQ PROPOSAL.Eligibility

PROPOSAL NO. 6: THE ADJOURNMENT PROPOSALAwards

The Adjournment Proposal, if adopted, will allow our Board to adjourn2016 Plan permits the Special Meeting to a later dategranting of any or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to our stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approvalall of the other Proposals.

Vote Required

The affirmative votefollowing types of the holders of a majority of the outstanding shares of common stock entitled to vote at the Special Meeting will be required to approve the Adjournment Proposal. Abstentions and “broker non-votes” will each be counted as present for purposes of determining the presence of a quorum, but will have no effect on the outcome of the vote.

Recommendation of the Board

The Board recommends a vote “FOR” the approval of the Adjournment Proposal.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

The following table sets forth information known to us regarding the beneficial ownership of our common stock as of July [●], 2020 by:awards:

Clawback

All cash and equity awards granted under the 2016 plan will be subject to all applicable laws regarding the recovery of erroneously awarded compensation, any implementing rules and regulations under such laws, any policies we adopted to implement such requirements and any other compensation recovery policies as we may adopt from time to time.

Change in Control

Under the 2016 Plan, in the event of a change in control (as defined in the 2016 Plan), outstanding awards will be treated in accordance with the applicable transaction agreement. If no treatment is provided for in the transaction agreement, each award holder will be entitled to receive the same consideration that stockholders receive in the change in control for each share of stock subject to the award holder’s awards, upon the exercise, payment or transfer of the awards, but the awards will remain subject to the same terms, conditions and performance criteria applicable to the awards before the change in control, unless otherwise determined by our compensation committee. In connection with a change in control, outstanding stock options and SARs can be cancelled in exchange for the excess of the per share consideration paid to stockholders in the transaction, minus the option or SARs exercise price.

Subject to the terms and conditions of the applicable award agreements, awards granted to non-employee directors will fully vest on an accelerated basis, and any performance goals will be deemed to be satisfied at target. For awards granted to all other service providers, vesting of awards will depend on whether the awards are assumed, converted or replaced by the resulting entity.

Amendment and Termination of the 2016 Plan

Unless earlier terminated by our board of directors, the 2016 Plan will terminate, and no further awards may be granted, 10 years after October 1, 2016, the date on which it was approved by our stockholders. Our board of directors may amend, suspend or terminate the 2016 Plan at any time, except that, if required by applicable law, regulation or stock exchange rule, stockholder approval will be required for any amendment. The amendment, suspension or termination of the 2016 Plan or the amendment of an outstanding award generally may not, without a participant’s consent, materially impair the participant’s rights under an outstanding award.

Limitation of Liability and Indemnification Matters

Our amended and restated certificate of incorporation, which became effective upon the completion of our initial public offering, limits the liability of our directors for monetary damages for breach of their fiduciary duties, except for liability that cannot be eliminated under the DGCL. Consequently, our directors will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for any of the following:

Our amended and restated bylaws also provide that we will indemnify our directors and executive officers and may indemnify our other officers and employees and other agents to the fullest extent permitted by law. Our amended and restated bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in this capacity, regardless of whether our amended and restated bylaws would permit indemnification. We have obtained directors’ and officers’ liability insurance.

We have entered into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our amended and restated bylaws. These agreements, among other things, provide for indemnification of our directors and executive officers for expenses, judgments, fines and settlement amounts incurred by this person in any action or proceeding arising out of this person’s services as a director or executive officer or at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

The above description of the indemnification provisions of our amended and restated bylaws and our indemnification agreements is not complete and is qualified in its entirety by reference to these documents, each of which is incorporated by reference as an exhibit to the registration statement to which this prospectus forms a part.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and may be unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Director Compensation

The Board determines the form and amount of director compensation after its review of recommendations made by the Compensation Committee. A substantial portion of each director’s annual retainer is in the form of equity. Under the Company’s nonemployee director compensation program members of the Board who are not also Company employees (“Non-Employee Directors”) are granted twenty thousand (20,000) options and restricted stock units (“RSUs”) worth up to twenty-five thousand dollars ($25,000) per annum (the “Annual Award”). A Non-Employee Director who is newly appointed to the Board other than in connection with an annual meeting of stockholders will generally receive a grant of sixty-thousand (60,000) options and RSUs worth up to seventy-five thousand dollars ($75,000) upon appointment (an “Initial Award”), which covers their compensation for their first three years of service. The Initial Award and Annual Award to Non-Employee Directors will vest as long as they remain directors in equal annual portions over three years following the date in which the award is granted. In July 2020, the Board approved certain changes to the Annual Award payable to the directors each year to increase the number of options granted to one hundred thousand (100,000) options and to change the RSU grant to a grant of restricted stock awards worth up to twenty-five thousand dollars ($25,000) per annum. Additionally, the directors will receive cash compensation of $20,000 per annum, plus an additional $5,000 per annum for audit committee participation ($7,500 for the chair of audit committee).

The table below shows the compensation paid to our non-employee directors during 2019 and 2018.

AUDIT COMMITTEE REPORT

The following Report of the Audit Committee (the “Audit Report”) does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Audit Report by reference therein.

Role of the Audit Committee

The Audit Committee’s primary responsibilities fall into three broad categories:

First, the Audit Committee is charged with monitoring the preparation of quarterly and annual financial reports by the Company’s management, including discussions with management and the Company’s outside auditors about draft annual financial statements and key accounting and reporting matters.

Second, the Audit Committee is responsible for matters concerning the relationship between the Company and its outside auditors, including recommending their appointment or removal; reviewing the scope of their audit services and related fees, as well as any other services being provided to the Company; and determining whether the outside auditors are independent (based in part on the annual letter provided to the Company pursuant to Independence Standards Board Standard No. 1).

Third, the Audit Committee reviews financial reporting, policies, procedures and internal controls of the Company. The Audit Committee has implemented procedures to ensure that during the course of each fiscal year it devotes the attention that it deems necessary or appropriate to each of the matters assigned to it under the Audit Committee’s charter. In overseeing the preparation of the Company’s financial statements, the Audit Committee met with management and the Company’s outside auditors, including meetings with the Company’s outside auditors without management present, to review and discuss all financial statements prior to their issuance and to discuss significant accounting issues. Management advised the Audit Committee that all financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee discussed the statements with both management and the outside auditors. The Audit Committee’s review included discussion with the outside auditors of matters required to be discussed pursuant to Statement on Auditing Standards No. 61 (Communication with Audit Committees).

With respect to the Company’s outside auditors, the Audit Committee, among other things, discussed with Marcum LLP matters relating to its independence, including the disclosures made to the Audit Committee as required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees).

Recommendations of the Audit Committee. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Board approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for filing with the SEC.

/s/ Robert Gray

/s/ Matthew Jenusaitis

/s/ Dr. Sanjay Shrivastava

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF THE

COMPANY’S REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2020

The Audit Committee of the Board appointed the firm of Marcum LLP (“Marcum”) to serve as our registered public accounting firm for our fiscal year ended December 31, 2020. The independent accountant’s report of Marcum on our consolidated financial statements for the year ended December 31, 2019 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. A representative of Marcum is not expected to attend the Meeting.

Audit Fees. The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2019 and 2018 totaled $101,350 and $103,195, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. The aggregate fees billed by Marcum for audit-related fees for the years ended December 31, 2019 and 2018 were $74,057 and $184,432, respectively. The fees were provided in consideration of services consisting of review and update procedures associated with registration statements and other SEC filings.

Tax Fees. The aggregate fees billed by Berman, Romeri & Associates, LLP for professional services rendered for tax compliance for the years ended December 31, 2019 and 2018 were $4,000 and $4,000, respectively. The fees were provided in consideration of services consisting of preparation of tax returns and related tax advice.

All Other Fees. None.

The Audit Committee of our board of directors has established its pre-approval policies and procedures, pursuant to which the Audit Committee approved the foregoing audit and non-audit services provided by Marcum in 2019. Consistent with the Audit Committee’s responsibility for engaging our independent auditors, all audit and permitted non-audit services require pre-approval by the Audit Committee. The full Audit Committee approves proposed services and fee estimates for these services. The Audit Committee chairperson has been designated by the Audit Committee to approve any audit-related services arising during the year that were not pre-approved by the Audit Committee. Any non-audit service must be approved by the full Audit Committee. Services approved by the Audit Committee chairperson are communicated to the full Audit Committee at its next regular meeting and the Audit Committee reviews services and fees for the fiscal year at each such meeting. Pursuant to these procedures, the Audit Committee approved the foregoing services provided by Marcum.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure. None.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE AUDIT

COMMITTEE’S APPROVAL OF THE APPOINTMENT OF MARCUM LLP AS THE

COMPANY’S REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2020.

PROPOSAL 3

AMENDMENT TO AMENDED AND RESTATED 2016 OMNIBUS INCENTIVE PLAN

Overview

Our Board has approved the amendment (the “Amendment”) to our Amended and Restated 2016 Omnibus Incentive Plan (as amended, the “2016 Plan”), which is our primary plan for providing equity incentive compensation to our eligible employees, directors and consultants. We are amending the 2016 Plan to increase the number of our shares of common stock available for issuance under the 2016 Plan 15,000,000 and to change the date of the annual 3% automatic increase of shares available under the plan from April 26 to January 1.

Our Board believes that the number of shares of Common Stock subject to the 2016 Plan remaining available is insufficient to achieve the purpose of the 2016 Plan. Therefore, our Board believes the Amendment is necessary to allow flexibility in granting awards to attract and retain key personnel and to provide a means for directors, officers, employees, consultants and advisors to acquire and maintain an interest in us, which interest may be measured by reference to the value of our Common Stock. Our Board is seeking to change the trigger date of our evergreen policy for administrative convenience.

As of the Record Date, and excluding the requested share increase, there are 5,760,700 shares authorized for issuance under the 2016 Plan and 0 shares of common stock remain available for future grants of awards under the 2016 Plan. If stockholders approve the Amendment, the total number of shares available for grants under the 2016 Plan would initially be 15,000,000 shares of Common Stock (subject to increase in accordance with the evergreen provision of the 2016 Plan) and approximately 9,239,300 shares of Common Stock will be available for new grants under the 2016 Plan. Additionally, the current evergreen provision in the 2016 Plan provides for an annual increase on each anniversary of the effective date of the 2016 Plan (April 26) before the 2016 Plan is terminated equal to 3% of the total issued and outstanding shares of our Common Stock as of such anniversary. If stockholders approve the Amendment, the date on which that increase occurs will change from April 26 to January 1. The full text of the proposed Amendment is set out in Appendix A to this Proxy Statement.

Description of the 2016 Plan (as proposed to be amended)

Share Reserve

We have reserved 15,000,000 shares of our common stock for issuance under the 2016 Plan, plus an annual increase on each anniversary of January 1^st equal to 3% of the total issued and outstanding shares of our common stock as of such anniversary (or such lesser number of shares as may be determined by our board of directors), all of which may be granted as incentive stock options under Code Section 422. The shares of common stock issuable under the 2016 Plan will consist of authorized and unissued shares, treasury shares or shares purchased on the open market or otherwise, all as determined by our company from time to time.

If any award is canceled, terminates, expires or lapses for any reason prior to the issuance of shares or if shares are issued under the 2016 Plan and thereafter are forfeited to us, the shares subject to such awards and the forfeited shares will not count against the aggregate number of shares of common stock available for grant under the 2016 Plan. In addition, the following items will not count against the aggregate number of shares of common stock available for grant under the 2016 Plan: (1) shares issued under the 2016 Plan repurchased or surrendered at no more than cost or pursuant to an option exchange program, (2) any award that is settled in cash rather than by issuance of shares of common stock, (3) shares surrendered or tendered in payment of the option price or purchase price of an award or any taxes required to be withheld in respect of an award or (4) awards granted in assumption of or in substitution for awards previously granted by an acquired company.

Administration

The 2016 Plan may be administered by our board of directors or our compensation committee. Our compensation committee, in its discretion, selects the individuals to whom awards may be granted, the time or times at which such awards are granted and the terms and conditions of such awards. Our board of directors also has the authority, subject to the terms of the 2016 Plan, to amend existing options (including to reduce the option’s exercise price), to institute an exchange program by which outstanding options may be surrendered in exchange for options that may have different exercise prices and terms, restricted stock, and/or cash or other property.

Eligibility

Awards may be granted under the 2016 Plan to officers, employees, directors, consultants and advisors of us and our affiliates. Incentive stock options may be granted only to employees of us or our subsidiaries.

Awards

The 2016 Plan permits the granting of any or all of the following types of awards:

Clawback

All cash and equity awards granted under the 2016 plan will be subject to all applicable laws regarding the recovery of erroneously awarded compensation, any implementing rules and regulations under such laws, any policies we adopted to implement such requirements and any other compensation recovery policies as we may adopt from time to time.

Change in Control

Under the 2016 Plan, in the event of a change in control (as defined in the 2016 Plan), outstanding awards will be treated in accordance with the applicable transaction agreement. If no treatment is provided for in the transaction agreement, each award holder will be entitled to receive the same consideration that stockholders receive in the change in control for each share of stock subject to the award holder’s awards, upon the exercise, payment or transfer of the awards, but the awards will remain subject to the same terms, conditions and performance criteria applicable to the awards before the change in control, unless otherwise determined by our compensation committee. In connection with a change in control, outstanding stock options and SARs can be cancelled in exchange for the excess of the per share consideration paid to stockholders in the transaction, minus the option or SARs exercise price.

Subject to the terms and conditions of the applicable award agreements, awards granted to non-employee directors will fully vest on an accelerated basis, and any performance goals will be deemed to be satisfied at target. For awards granted to all other service providers, vesting of awards will depend on whether the awards are assumed, converted or replaced by the resulting entity.

Amendment and Termination of the 2016 Plan

Unless otherwise indicated, we believeearlier terminated by our board of directors, the 2016 Plan will terminate, and no further awards may be granted, 10 years after October 1, 2016, the date on which it was approved by our stockholders. Our board of directors may amend, suspend or terminate the 2016 Plan at any time, except that, if required by applicable law, regulation or stock exchange rule, stockholder approval will be required for any amendment. The amendment, suspension or termination of the 2016 Plan or the amendment of an outstanding award generally may not, without a participant’s consent, materially impair the participant’s rights under an outstanding award.

The following is a summary of the principal features of the Plan. This summary is qualified in its entirety by reference to the full text of the Plan.

Vote Sought

The proposal to amend the 2016 Plan will be approved if approved by a majority of the votes properly cast on this proposal.

The Board recommends that stockholders vote “FOR” the Amendment to the 2016 Plan.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information concerning the ownership of our common stock as of the Record Date, with respect to: (i) each person known to us to be the beneficial owner of more than five percent of our common stock; (ii) all personsdirectors; (iii) all named executive officers; and (iv) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the table below have solerules of the SEC that deem shares to be beneficially owned by any person who has voting andor investment power with respect to allsuch shares. Shares of common stock subject to options or warrants that are exercisable as of the date of the Record Date or are exercisable within 60 days of such date are deemed to be outstanding and to be beneficially owned by the person holding such options for the purpose of calculating the percentage ownership of such person but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person. Applicable percentage ownership is based on 49,775,443 shares of common stock beneficially owned by them. Asoutstanding as of July 21, 2020, there were [●] shares of our common stock outstanding.the Record Date.

* Represents beneficial ownership of less than 1%.

STOCKHOLDER PROPOSALSOTHER INFORMATION

Proxy Solicitation

All costs of solicitation of proxies will be borne by us. In addition to solicitation by mail, our officers and regular employees may solicit proxies personally or by telephone. We do not intend to utilize a paid solicitation agent.

Proxies

A stockholder may revoke his, her or its proxy at any time prior to its use by giving written notice to our Chief Financial Officer, by executing a revised proxy at a later date or by attending and voting at the virtual Meeting. Proxies in the form enclosed, unless previously revoked, will be voted at the Meeting in accordance with the specifications made thereon or, in the absence of such specifications in accordance with the recommendations of our Board.

Other Business

Our Board knows of no other matter to be presented at the Meeting. If any additional matter should properly come before the Meeting, it is the intention of the persons named in the enclosed proxy to vote such proxy in accordance with their judgment on any such matters.

Legal Proceedings

There are no material proceedings in which any of the Company’s directors, officers or affiliates, or any associate of any such director, officer, affiliate of the Company, is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

Future Stockholders Proposals

The Board has not yet determined the date on which the next Annual Meetingannual meeting of stockholders will be held. Stockholders may submit proposals on matters appropriate for stockholder action at annual meetings in accordance with the rules and regulations adopted by the Securities and Exchange Commission. Any proposal which an eligible stockholder desires to have included in our proxy statement and presented at the next Annual Meetingannual meeting of Stockholdersstockholders will be included in our proxy statement and related proxy card if it is received by us a reasonable time before we begin to print and send our proxy materials and if it complies with Securities and Exchange Commission rules regarding inclusion of proposals in proxy statements. In order to avoid controversy as to the date on which we receive a proposal, it is suggested that any stockholder who wishes to submit a proposal submit such proposal by certified mail, return receipt requested.

Other deadlines apply to the submission of stockholder proposals for the next Annual Meetingannual meeting that are not required to be included in our proxy statement under Securities and Exchange Commission rules. With respect to these stockholder proposals for the next Annual Meeting,annual meeting, a stockholder’s notice must be timely. To be timely, a stockholder’s notice shall be delivered to the Chief Financial Officer at the principal executive offices of the corporation not later than the close of business on the ninetieth (90^th)(90th) day, nor earlier than the close of business on the one hundred twentieth (120^th)(120th) day, prior to the first anniversary of the preceding year’s annual meeting. The form of proxy distributed by the Board of Directors for such meeting will confer discretionary authority to vote on any such proposal not received by such date. If any such proposal is received by such date, the proxy statement for the meeting will provide advice on the nature of the matter and how we intend to exercise our discretion to vote on each such matter if it is presented at that meeting.

PROXY SOLICITATIONStockholder Communications

The solicitation of proxies is made on behalf ofStockholders wishing to communicate with the Board and we will bear the cost of soliciting proxies. Proxies may be solicited through the mail and through telephonic or telegraphicdirect such communications to or by meetings with, stockholders or their representatives by ourthe Board c/o the Company, Attn: Robert A. Berman. Mr. Berman will present a summary of all stockholder communications to the Board at subsequent Board meetings. The directors officers and other employees who will receive no additional compensation therefor. We have engaged The Proxy Advisory Group, LLC to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements, which are not expected to exceed $40,000 in total.

We request persons such as brokers, nominees and fiduciaries holding stock in their names for others, or holding stock for others who have the rightopportunity to give voting instructions, to forward proxy material toreview the actual communications at their principals and to request authority for the execution of the proxy. We will reimburse such persons for their reasonable expenses.

DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS

Only one copy of this Proxy Statement is being delivered to multiple registered stockholders who share an address unless we have received contrary instructions from one or more of the stockholders. A separate form of proxy is being included for each account at the shared address. Registered stockholders who share an address and would like to receive a separate copy of this Proxy Statement, or have questions regarding the householding process, may contact The Proxy Advisory Group LLC, by calling (212) 616-2181, or by forwarding a written request addressed to The Proxy Advisory Group LLC, 18 East 41st Street, 20th Floor, New York, NY 10017. Promptly upon request, a separate copy of this Proxy Statement will be sent. By contacting The Proxy Advisory Group LLC, registered stockholders sharing an address can also (i) notify the Company that the registered stockholders wish to receive separate annual reports to stockholders, proxy statements and/or Notice of Internet Availability of Proxy Materials, as applicable, in the future or (ii) request delivery of a single copy of annual reports to stockholders, proxy statements and/or Notice of Internet Availability of Proxy Materials, as applicable, in the future if registered stockholders at the shared address are receiving multiple copies.

Many brokers, brokerage firms, broker/dealers, banks and other holders of record have also instituted “householding” (delivery of one copy of materials to multiple stockholders who share an address). If your family has one or more “street name” accounts under which you beneficially own shares of our common stock, you may have received householding information from your broker, brokerage firm, broker/dealer, bank or other nominee in the past. Please contact the holder of record directly if you have questions, require additional copies of this Proxy Statement or our Annual Report or wish to revoke your decision to household and thereby receive multiple copies. You should also contact the holder of record if you wish to institute householding.discretion.

OTHER MATTERS

Management does not know of any other matters which are likely to be brought before the meeting. However, in the event that any other matters properly come before the meeting, the persons named in the enclosed proxy will vote said proxy in accordance with their judgment in said matters.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and other reports and information with the SEC. We distribute to our stockholders annual reports containing financial statements audited by our independent registered public accounting firm and, upon request, quarterly reports for the first three quarters of each fiscal year containing unaudited financial information. In addition, the reports and other information are filed through the Electronic Data Gathering, Analysis and Retrieval (known as “EDGAR”) system and are publicly available on the SEC’s Web site, located at http://www.sec.gov. We will provide without charge to you, upon written or oral request, a copy of the reports and other information filed with the SEC.

If you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the Special Meeting, you should contact the Company’s proxy solicitation agent at the following address and telephone number:

The Proxy Advisory Group, LLC

18 East 41st Street, 20th Floor

New York, NY 10017

Tel: (212) 616-2181

If you are a stockholder of the Company and would like to request documents, please do so by [●], 2020, in order to receive them before the Special Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice & Proxy Statement and the Annual Report are available at the Investor Relations portion of our website at https://ir.hancockjaffe.com/.

ANNEX A

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

HANCOCK JAFFE LABORATORIES, INC.

Hancock Jaffe Laboratories, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE FOLLOWS]

IN WITNESS WHEREOF, Hancock Jaffe Laboratories, Inc. has caused this Certificate to be executed by its duly authorized officer on this [●] day of [●], 2020.

ANNEX B

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

Hancock Jaffe Laboratories, Inc.

Hancock Jaffe Laboratories, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE FOLLOWS]

IN WITNESS WHEREOF, Hancock Jaffe Laboratories, Inc. has caused this Certificate to be executed by its duly authorized officer on this [●] day of [●], 2020.

ANNEX C

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

Hancock Jaffe Laboratories, Inc.

Hancock Jaffe Laboratories, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

Resolved that Article Four of the Amended and Restated Certificate of Incorporation be amended by adding the following new paragraph as subsection:

“Each outstanding share of common stock, par value $0.00001 per share, of this corporation will be combined and converted, automatically, without further action, into a number of shares of such common stock equal to the number of shares immediately prior to such filing divided by [●]. Fractional shares will not be issued; any such fractional shares that will result from the combination and conversion will be rounded up to the nearest whole number. At the effective date, there shall be no change in number of authorized shares of stock which this corporation shall have the authority to issue.”

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE FOLLOWS]

IN WITNESS WHEREOF, Hancock Jaffe Laboratories, Inc. has caused this Certificate to be executed by its duly authorized officer on this [●] day of [●], 2020.

 Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for notices of annual meetings, proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a single notice of the annual meeting of stockholders, or copy of the proxy statement and annual report, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your bank or broker, and direct your written request to Craig Glynn, Interim Chief Financial Officer of the Company, at (949) 261-2900 or at offices of the Company at 70 Doppler Irvine, California 92618. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request householding of their communications should contact their bank or broker.

Additional Information

We are subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, we file periodic reports, documents and other information with the SEC relating to our business, financial statements and other matters. Such reports and other information may be inspected and are available for copying at the offices of the SEC, 100 F Street, N.E., Washington, D.C. 20549 or may be accessed at www.sec.gov. Information regarding the operation of the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330.

Hancock Jaffe Laboratories, Inc.

70 Doppler Irvine, California 92618

(949) 261-2900

 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS