UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2019
Hancock Jaffe Laboratories, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38325 | | 33-0936180 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
70 Doppler
Irvine, California 92618
(Address of principal executive offices) (Zip Code)
(949) 261-2900
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.00001 per share | | HJLI | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 6, 2019, Hancock Jaffe Laboratories, Inc. (the “Company”) completed its 2019 annual meeting of stockholders (the “Annual Meeting”). The number of shares of stock entitled to vote at the Annual Meeting was 17,922,129 shares of common stock (the “Voting Stock”). The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 11,306,644 shares. At the Annual Meeting, the Company’s stockholders (i) elected Mr. Matthew M. Jenusaitis and Mr. Robert Berman as Class II directors and (ii) ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal No. 1 – Election of Class II directors
Mr. Matthew M. Jenusaitis and Mr. Robert Berman were elected as Class II directors to serve for a three-year term that expires at the 2022 annual meeting of stockholders or until their successors are elected and qualified or until their earlier death, incapacity, removal or resignation. The voting results were as follows:
| Nominee | | Shares Voted For | | Shares Withheld | | Broker Non-Vote |
| Matthew M. Jenusaitis | | 7,233,102 | | 329,589 | | 3,743,953 |
| Robert Berman | | 2,320,086 | | 5,242,605 | | 3,743,953 |
Proposal No. 2 – Ratification of the appointment of independent registered public accounting firm
The appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified. The voting results were as follows:
| Shares Voted For | | Shares Voted Against | | Shares Abstaining | | Broker Non-Vote |
| 11,036,600 | | 54,103 | | 215,941 | | 0 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | HANCOCK JAFFE LABORATORIES, INC. |
| | |
| Dated: December 11, 2019 | /s/ Robert A. Berman |
| | Robert A. Berman |
| | Chief Executive Officer |
