10-Q 1 form10-q.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2021

 

OR

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________ to ___________________

 

Commission file number: 001-38325

 

Hancock Jaffe Laboratories, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   33-0936180

(State or other jurisdiction of

incorporation or organization)

   (I.R.S. Employer
Identification No.)

 

70 Doppler

Irvine, California 92618

(Address of principal executive offices)

 

(949) 261-2900

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class:   Name of Each Exchange on Which Registered:   Ticker Symbol
Common Stock, $0.00001 par value   The NASDAQ Stock Market LLC   HJLI
Warrant to Purchase Commons Stock   The NASDAQ Stock Market LLC   HJLW

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [X] No [  ]

 

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

 

  Large accelerated filer [  ]   Accelerated filer [  ]
  Non-accelerated filer [X]   Smaller reporting company [X]
        Emerging growth company [X]

 

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. [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ] No [X]

 

As of May 12, 2021, there were 8,513,662 shares of common stock outstanding.

 

 

 

 

 

 

HANCOCK JAFFE LABORATORIES, INC.

TABLE OF CONTENTS

 

Explanatory Note  
PART I  
   
FINANCIAL INFORMATION  
   
ITEM 1. Financial Statements 1
   
Condensed Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020 1
   
Unaudited Condensed Statements of Operations for the three months ended March 31, 2021 and 2020 2
   
Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficiency) for the three months ended March 31, 2021 and 2020 3
   
Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2021 and 2020 4
   
Notes to Unaudited Condensed Financial Statements 5
   
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 10
   
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 15
   
ITEM 4. Controls and Procedures 15
   
PART II  
   
OTHER INFORMATION 17
   
ITEM 1. Legal Proceedings 17
   
ITEM 1A. Risk Factors 17
   
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
   
ITEM 3. Defaults Upon Senior Securities 17
   
ITEM 4. Mine Safety Disclosures 17
   
ITEM 5. Other Information 17
   
ITEM 6. Exhibits 18
   
Signatures 19

 

 

 

 

PART I – FINANCIAL INFORMATION

ITEM 1 – Financial Statements

 

HANCOCK JAFFE LABORATORIES, INC.

CONDENSED BALANCE SHEETS

(unaudited)

 

   March 31,   December 31, 
   2021   2020 
Assets          
Current Assets:          
Cash and cash equivalents  $43,836,687   $9,334,584 
Prepaid expenses and other current assets   328,837    234,467 
Total Current Assets   44,165,524    9,569,051 
Property and equipment, net   395,377    398,967 
Operating lease right-of-use assets, net   463,913    539,974 
Security deposits and other assets   29,843    29,843 
Total Assets  $45,054,657   $10,537,835 
           
Liabilities and Stockholders’ Equity          
Current Liabilities:          
Accounts payable  $709,238   $1,390,362 
Accrued expenses and other current liabilities   531,749    1,168,969 
Note Payable   312,700    312,700 
Current portion of operating lease liabilities   320,234    314,202 
Total Current Liabilities   1,873,921    3,186,233 
Long-term operating lease liabilities   169,164    253,746 
Total Liabilities   2,043,085    3,439,979 
           
Commitments and Contingencies   -    - 
Stockholders’ Equity:          
Preferred stock, par value $0.00001, 10,000,000 shares authorized: no shares issued or outstanding   -    - 
Common stock, par value $0.00001, 250,000,000 shares authorized, 8,507,890 and 2,541,529 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively   85    25 
Additional paid-in capital   111,107,784    72,421,242 
Accumulated deficit   (68,096,297)   (65,323,411)
Total Stockholders’ Equity   43,011,572    7,097,856 
Total Liabilities and Stockholders’ Equity  $45,054,657   $10,537,835 

 

See Notes to these Unaudited Condensed Financial Statements

 

1

 

 

HANCOCK JAFFE LABORATORIES, INC.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

 

   For the Three Months Ended 
   March 31, 
   2021   2020 
         
Operating Expenses:          
Selling, general and administrative expenses   1,176,455    997,896 
Research and development expenses   1,631,795    510,624 
Loss from Operations   (2,808,250)   (1,508,520)
           
Other Income:          
Interest income, net   (2,959)   (2,633)
Change in fair value of derivative liabilities   -    (346,129)
Other expense   (32,405)   - 
Total Other Income   (35,364)   (348,762)
           
Net Loss  $(2,772,886)  $(1,159,758)
           
Net Loss Per Basic and Diluted Common Share:  $(0.48)  $(1.57)
           
Weighted Average Number of Common Shares Outstanding:          
Basic and Diluted   5,741,212    737,275 

 

See Notes to these Unaudited Condensed Financial Statements

 

2

 

 

HANCOCK JAFFE LABORATORIES, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)

(unaudited)

 

           Additional       Total 
   Common Stock   Paid-in   Accumulated   Stockholders’ 
   Shares   Amount   Capital   Deficit   Equity 
Balance at January 1, 2021   2,541,529   $25   $72,421,242   $(65,323,411)  $7,097,856 
Common stock issued in public offering [2]   5,914,284    59    38,127,717    -    38,127,776 
Common stock issued for exercise of warrants   52,077    1    239,999    -    240,000 
Shared-Based Compensation   -    -    106,850    -    106,850 
Fair Value of Warrants Issued   -    -    211,976    -    211,976 
Net loss   -    -    -    (2,772,886)   (2,772,886)
Balance at March 31, 2021   8,507,890   $85   $111,107,784   $(68,096,297)  $43,011,572 

 

[2] net of offering costs of $3,270,000.

 

                   Total 
           Additional       Stockholders’ 
   Common Stock   Paid-in   Accumulated   Equity 
   Shares   Amount   Capital   Deficit   (Deficiency) 
Balance at January 1, 2020   717,274   $7   $57,177,858   $(56,187,925)  $989,940 
Common stock issued private placement offering [1]   52,000    1    24,304    -    24,305 
Share based compensation   -    -    116,820    -    116,820 
Warrants granted to consultants   -    -    14,070    -    14,070 
Net loss   -    -    -    (1,159,758)   (1,159,758)
Balance at March 31, 2020   769,274   $8   $57,333,052   $(57,347,683)  $(14,623)

 

[1] net of offering costs of $80,000.

 

See Notes to these Unaudited Condensed Financial Statements

 

3

 

 

HANCOCK JAFFE LABORATORIES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

 

   For the Three Months Ended 
   March 31, 
   2021   2020 
Cash Flows from Operating Activities          
Net loss  $(2,772,886)  $(1,159,758)
Adjustments to reconcile net loss to net cash used in operating activities:          
Share-based compensation   129,164    130,890 
Depreciation and amortization   27,617    19,676 
Amortization of right of use assets   76,061    66,386 
Change in fair value of derivatives   -    (346,129)
Changes in operating assets and liabilities:          
Prepaid expenses and other current assets   (54,370)   (3,366)
Accounts payable   (681,124)   176,617 
Accrued expenses and other current liabilities   (487,558)   29,866 
Operating lease liabilities   (78,550)   (66,310)
Total adjustments   (1,068,760)   7,630 
Net Cash Used in Operating Activities   (3,841,646)   (1,152,128)
           
Cash Flows from Investing Activities          
Purchase of property and equipment   (24,027)   (5,313)
Net Cash Used in Investing Activities   (24,027)   (5,313)
           
Cash Flows from Financing Activities          
Proceeds from private placement of common stock and warrants, net [1]        570,341 
Proceeds from public offering of common stock and warrants, net [2]   38,127,776    - 
Proceeds from Warrant Exercises   240,000    - 
Net Cash Provided by Financing Activities   38,367,776    570,341 
           
Net (Decrease) Increase in Cash and Restricted Cash   34,502,103    (587,100)
Cash, cash equivalents and restricted cash - Beginning of period   9,334,584    2,117,286 
Cash, cash equivalents and restricted cash - End of period  $43,836,687   $1,530,186 

 

[1] Net of cash offering costs of $80,000 in 2020.

[2] Net of cash offering costs of $3,270,000 in 2021.

 

  

For the Three Months Ended

March 31,

 
   2021   2020 
Supplemental Disclosures of Cash Flow Information:          
Cash Received During the Period For:          
Interest, net  $(2,959)  $(2,633)
           
Non-Cash Financing Activities          
Fair value of warrants issued in connection with common stock included in derivative liabilities  $-   $513,534 
Fair value of placement agent warrants issued in connection with common stock included in derivative liabilities  $-   $32,502 
Fair value of warrants issued  $(211,976)  $- 

 

See Notes to these Unaudited Condensed Financial Statements

 

4

 

 

HANCOCK JAFFE LABORATORIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

 

Note 1 – Business Organization and Nature of Operations

 

Hancock Jaffe Laboratories, Inc. is a medical device company developing tissue-based solutions that are designed to be life sustaining or life enhancing for patients with cardiovascular disease, and peripheral arterial and venous disease. The Company’s products are being developed to address large unmet medical needs by either offering treatments where none currently exist or by substantially increasing the current standards of care. Our products which we are developing include: the VenoValve®, a porcine based device to be surgically implanted in the deep venous system of the leg to treat a debilitating condition called chronic venous deficiency (“CVI”); and the CoreoGraft®, a bovine based conduit to be used to revascularize the heart during coronary artery bypass graft (“CABG”) surgeries. Both of these products are currently being developed for approval by the U.S. Food and Drug Administration (“FDA”). Our current senior management team has been affiliated with more than 50 products that have received FDA approval or CE marking. We currently lease a 14,507 sq. ft. manufacturing facility in Irvine, California, where we manufacture products for our clinical trials and which has previously been FDA certified for commercial manufacturing of product.

 

Each of our products will be required to successfully complete significant clinical trials to demonstrate the safety and efficacy of the product before it will be able to be approved by the FDA.

 

Note 2 – Management’s Liquidity Plan

 

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

Although we expect to continue incurring losses for the foreseeable future, may never earn revenues large enough to support operations, and may need to raise additional capital to sustain operations, pursue product development initiatives, and penetrate markets for the sale of products, Management believes that our capital resources at March 31, 2021, are sufficient to meet our obligations as they become due within one year after the date of this interim filing, and sustain operations.

 

Note 3 – Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed financial statements of the Company as of March 31, 2021 and December 31, 2020, and for the three months ended March 31, 2021 and 2020. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the operating results for the full year. These unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2020 included in the Company’s Form 10-K filed with the SEC on March 31, 2021. The condensed balance sheet as of December 31, 2020 has been derived from the Company’s audited financial statements.

 

5

 

 

HANCOCK JAFFE LABORATORIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

 

Concentrations

 

The Company maintains cash with major financial institutions. Cash held in United States bank institutions is currently insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 at each institution. There were aggregate uninsured cash balances of $43,586,687 and $9,084,584 as of March 31, 2021 and December 31, 2020, respectively.

 

Net Loss Per Share

 

The Company computes basic and diluted loss per share by dividing net loss attributable to common stockholders by the weighted average number of common stock outstanding during the period. Basic and diluted net loss per common share are the same since the inclusion of common stock issuable pursuant to the exercise of warrants and options, would have been anti-dilutive.

 

Subsequent Events

 

The Company evaluated events that have occurred after the balance sheet date through the date the financial statements were issued. Based upon the evaluation and transactions, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

 

Recent Accounting Standards

 

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. There was not a significant impact to the financial statements from the adoption of this standard.

 

Note 4 – Property and Equipment

 

As of March 31, 2021 and December 31, 2020, property and equipment consist of the following:

 

   March 31,   December 31, 
   2021   2020 
Laboratory equipment  $320,830   $320,830 
Furniture and fixtures   103,734    98,392 
Computer software and equipment   83,763    65,078 
Leasehold improvements   158,092    158,092 
Software   244,479    244,479 
    910,898    886,871 
Less: accumulated depreciation   (515,521)   (487,904)
Property and equipment, net  $395,377   $398,967 

 

Depreciation expense amounted to $27,617 and $19,676 for the three months ended March 31, 2021 and 2020, respectively. Depreciation expense is reflected in general and administrative expenses in the accompanying statements of operations.

 

6

 

 

HANCOCK JAFFE LABORATORIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

 

Note 5 – Right-of-Use Assets and Lease Liability

 

On September 20, 2017, the Company renewed its operating lease for its manufacturing facility in Irvine, California, effective October 1, 2017, for five years with an option to extend the lease for an additional five years at the end of the initial lease term. The initial lease rate was $26,838 per month with escalating payments. In connection with the lease, the Company is obligated to pay $7,254 monthly for operating expenses for building repairs and maintenance. The Company has no other operating or financing leases with terms greater than 12 months.

 

The Company accounts for this lease following the guidance in ASC Topic 842, Leases, and elected to adopt the short-term lease exception and not apply Topic 842 to arrangements with lease terms of 12 months or less. The Company determined the lease liabilities using the Company’s estimated incremental borrowing rate of 8.5% to estimate the present value of the monthly lease payments.

 

Our operating lease cost is as follows:

 

   For the Three Months Ended March 31,   For the Three Months Ended March 31, 
   2021   2020 
Operating lease cost  $85,492   $85,492 

 

Supplemental cash flow information related to our operating lease is as follows:

 

   For the Three Months Ended March 31,   For the Three Months Ended March 31, 
   2021   2020 
Operating Cash Flow Information:          
Cash paid for amounts in the measurement of lease liabilities  $87,981   $85,416 

 

Remaining lease term and discount rate for our operating lease is as follows:    
  

March 31,

2021

 
Remaining lease term   1.5 years 
Discount rate   8.5%

 

Maturity of our lease liabilities by fiscal year for our operating lease is as follows:

 

Nine months ended December 31, 2021  $266,580 
Year ended December 31, 2022   271,854 
Total  $538,434 
Less: Imputed Interest   (49,036)
Present value of our lease liability  $489,398 

 

7

 

 

HANCOCK JAFFE LABORATORIES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

 

Note 6 – Accrued Expenses and Other Current Liabilities

 

As of March 31, 2021, and December 31, 2020, accrued expenses and other current liabilities consist of the following:

 

   March 31,   December 31, 
   2021   2020 
Accrued compensation costs  $193,815   $473,799 
Accrued professional fees   95,112    79,650 
Accrued research and development   181,934    368,809 
Accrued warrants   -    188,104 
Other accrued expenses   60,888    58,607 
Total accrued expenses and other current liabilities  $531,749   $1,168,969 

 

Note 7 – Note Payable

 

The note payable consists of the following at March 31, 2021 and December 31, 2020:

 

Carrying value  $312,700 
Stated maturity date   April 22, 2022 
Stated interest rate   1% per annum 

 

Note 8 – Commitments and Contingencies

 

Litigations Claims and Assessments

 

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements.

 

Robert Rankin Complaints

 

On July 9, 2020, the Company was served with a civil complaint filed in the Superior Court for the State of California, County of Orange by a former employee, Robert Rankin, who resigned his employment on or about March 30, 2020. The case is entitled Rankin v. Hancock Jaffe Laboratories, Inc. et al., Case No. 30-2020-01146555-CU-WR-CJC and was filed on May 27, 2020. On September 3, 2020 the Company and its Chief Executive Officer were served with a second complaint filed in the Superior Court for the State of California, County of Orange by Mr. Rankin. The case is entitled Rankin v. Hancock Jaffe Laboratories, Inc. et al., Case No. 30-2020-01157857 and was filed on August 31, 2020. The complaints assert several causes of action including a cause of action for failure to timely pay Mr. Rankin’s accrued and unused vacation and three months’ severance under his July 16, 2018 employment agreement, defamation, unlawful labor code violations, sex-based discrimination, and unfair competition, and seeks damages for lost wages, emotional and mental distress, consequential damages, punitive damages and attorney’s fees and costs. The Company intends to vigorously defend the claims, investigate the allegations, and assert counterclaims. As of the date of these financial statements, the amount of loss associated with these complaints, if any, cannot be reasonably estimated. Accordingly, no amounts related to these complaints are accrued as of March 31, 2021.

 

8

 

 

HANCOCK JAFFE LABORATORIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

 

Note 9 –Stockholders’ Equity

 

Common Stock

 

On February 11, 2021, the Company raised $41,400,000 in gross proceeds, with cash offering costs of approximately $3,300,000, in a public offering of 5,914,284 shares of its common stock for a purchase price of $7.00 per share and warrants to purchase 2,957,142 shares of its common stock. The exercise price of the warrants is $7.00 per share, subject to customary adjustments and they expire on February 11, 2026. The warrants had grant date fair value of $4.84 per share for an aggregate grant date fair value of $14,312,567, using the Black Scholes method with the following assumptions used: stock price of $7.53, risk-free interest rate of 0.11%, volatility of 113.1%, annual rate of quarterly dividends of 0%, and a contractual term of 2.5 years. We determined that equity classification of the warrants was appropriate. Accordingly, their value is included in additional paid-in capital.

 

Warrants

 

In November 2020 the Company’s Board of Directors approved the issuance of warrants to purchase 6,400 shares of common stock to an advisor and warrants to purchase 20,000 shares of common stock to certain participants in the preferred share exchange. Separately the Company agreed to re-price warrants issued to the placement agent for the Company’s February 25, 2020 private placement. These warrants and the re-priced warrant were issued in February 2021. The value of these warrants when they were issued $211,976. The Company determined their value using the Black-Scholes method with the following assumptions: stock price of $8.91 - $9.31, risk-free interest rate of 0.47%, volatility of 113%, annual rate of quarterly dividends of 0%, and an expected term of 2.5 to 3.5 years.

 

Stock Options

 

From time to time, the Company issues options for the purchase of its common stock to employees and others. The Company recognized $0.1 million of share-based compensation related to stock options during the three months ended March 31, 2021 and 2020.

 

As of March 31, 2021, there was $1.0 million of unrecognized stock-based compensation expense related to outstanding stock options that will be recognized over the weighted average remaining vesting period of 1.8 years.

 

Note 10 – Net Loss per Share

 

The following table summarizes the number of potentially dilutive common stock equivalents excluded from the calculation of diluted net loss per common share as of March 31, 2021 and 2020:

 

   March 31, 
   2021   2020 
Shares of common stock issuable upon exercise of warrants   4,402,032    229,970 
Shares of common stock issuable upon exercise of options   256,696    96,689 
Potentially dilutive common stock equivalents excluded from diluted net loss per share   4,658,728    326,659 

 

9

 

 

Item 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our unaudited condensed financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Such forward-looking statements involve significant risks and uncertainties. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements. Such forward-looking statements also involve other factors which may cause our actual results, performance or achievements to materially differ from any future results, performance, or achievements expressed or implied by such forward-looking statements and to vary significantly from reporting period to reporting period. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual future results will not be different from the expectations expressed in this Quarterly Report. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

 

Unless the context requires otherwise, references in this document to “HJLI”, “we”, “our”, “us” or the “Company” are to Hancock Jaffe Laboratories, Inc.

 

Overview

 

Hancock Jaffe Laboratories, Inc. is a medical device company developing tissue-based devices that are designed to be life sustaining or life enhancing for patients with cardiovascular disease, and peripheral arterial and venous disease. The Company’s products are being developed to address large unmet medical needs by either offering treatments where none currently exist or by substantially increasing the current standards of care. Our products which we are developing include: the VenoValve®, a porcine based device to be surgically implanted in the deep venous system of the leg to treat a debilitating condition called chronic venous insufficiency (“CVI”); and the CoreoGraft®, a bovine based conduit to be used to revascularize the heart during coronary artery bypass graft (“CABG”) surgeries. Both of these products are currently being developed for approval by the U.S. Food and Drug Administration (“FDA”). Our current senior management team has been affiliated with more than 50 products that have received FDA approval or CE marking. We currently lease a 14,507 sq. ft. manufacturing facility in Irvine, California, where we manufacture products for our clinical trials and which has previously been FDA certified for commercial manufacturing of devices.

 

Each of our products will be required to successfully complete significant clinical trials to demonstrate the safety and efficacy of the product before it will be able to be approved by the FDA.

 

10

 

 

We are in the process of developing the following bioprosthetic implantable devices for peripheral vascular and cardiovascular disease:

 

VenoValve

 

The VenoValve is a porcine based valve developed at HJLI to be implanted in the deep venous system of the leg to treat severe CVI. By reducing reflux, and lowering venous hypertension, the VenoValve has the potential to reduce or eliminate the symptoms of deep venous, severe CVI, including venous leg ulcers. The current version of the VenoValve is designed to be surgically implanted into the patient via a 5 to 6 inch incision in the upper thigh.

 

There are presently no FDA approved medical devices to address valvular incompetence, or effective treatments for deep venous CVI. Current treatment options include compression garments, or constant leg elevation. These treatments are generally ineffective, as they attempt to alleviate the symptoms of CVI without addressing the underlying causes of the disease. In addition, we believe that compliance with compression garments and leg elevation is extremely low, especially among the elderly. Valve transplants from other parts of the body have been attempted, but with very-poor results. Many attempts to create substitute valves have also failed, usually resulting in early thromboses. The premise behind the VenoValve is that by reducing the underlying causes of CVI, reflux and venous hypertension, the debilitating symptoms of CVI will decrease, resulting in improvement in the quality of the lives of CVI sufferers.

 

We estimate that there are approximately 2.4 million people in the U.S. that suffer from deep venous CVI due to valvular incompetence.

 

VenoValve Clinical Status

 

After consultation with the FDA, and as a precursor to the U.S. pivotal trial, we conducted a small first-in-human study for the VenoValve in Colombia. The first-in-human Colombian trial included 11 patients. In addition to providing safety and efficacy data, the purpose of the first-in-human study was to provide proof of concept, and to provide valuable feedback to make any necessary product modifications or adjustments to our surgical implantation procedures for the VenoValve prior to conducting the U.S. pivotal trial. In December of 2018, we received regulatory approval from Instituto Nacional de Vigilancia de Medicamentos y Alimentos (“INVIMA”), the Colombian equivalent of the FDA. On February 19, 2019, we announced that the first VenoValve was successfully implanted in a patient in Colombia. Between April of 2019 and December of 2019, we successfully implanted VenoValves in 10 additional patients, completing the implantations for the Colombian first-in-human study. Overall, VenoValves have been implanted in all 11 patients. Endpoints for the VenoValve first-in-human study include safety (device related adverse events), reflux, measured by doppler, a VCSS score used by the clinician to measure disease severity, and a VAS score used by the patient to measure pain, and a quality of life measurement.

 

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Final results from the first-in-human study were released in December of 2020. Among the 11 patients, reflux improved an average of 54%, Venous Clinical Severity Scores (“VCSSs”) improved an average of 56%, and visual analog scale (VAS) scores, which are used by patients to measure pain, improved an average of 76%, when compared to pre-surgery levels. VCSS scores are commonly used by clinicians in practice and in clinical trials to objectively assess outcomes in the treatment of venous disease, and include ten characteristics including pain, inflammation, skin changes such as pigmentation and induration, the number of active ulcers, and ulcer duration. The improvement in VCSS scores is significant and indicates that almost all of the VenoValve patients who had severe CVI pre-surgery, had mild CVI or the complete absence of disease at one-year post surgery. Quality of life measured by a VEINES score showed statistically significant improvement.

 

VenoValve safety incidences were minor with no reported device related adverse events. Minor non-device related adverse safety issues included one (1) fluid pocket (which was aspirated), intolerance from Coumadin anticoagulation therapy, three (3) minor wound infections (treated with antibiotics), and one occlusion due to patient non-compliance with anti-coagulation therapy.

 

In preparation for the VenoValve U.S. pivotal trial, we submitted a Pre-IDE filing with the FDA in October of 2020 and had a pre IDE meeting with the FDA on January 11, 2021. Topics presented at the meeting included the background and clinical need for the VenoValve, proposed U.S. pivotal study design, patient monitoring protocols for safety and efficacy, bench testing protocols used to develop the device, and the VenoValve first-in-human results. We received valuable feedback from the FDA in several areas during the Pre-IDE meeting and believe we reached consensus on many important issues.

 

An investigational device exemption or IDE from the FDA is required before a medical device company can proceed with a pivotal trial for a class III medical device. On March 5, 2021 we filed an IDE application with the FDA for the VenoValve U.S. pivotal trial. On April 1, 2021, twenty-seven days after filing the IDE application, we received notification from the FDA that our IDE application was approved. The U.S. pivotal for the VenoValve will be known at the SAVVE (Surgical Anti-reflux Veno Valve Endoprosthesis) study and is a prospective, non-blinded, single arm, multi-center study of seventy-five (75) CVI patients enrolled at up to 20 U.S. sites.

 

Endpoints for the SAVVE trial mirror those endpoints used for the first-in-human trial, and include the absence of material adverse safety events (mortality, deep wound infection, major bleeding, ipsilateral deep vein thrombosis, pulmonary embolism) at thirty (30) days post implantation, reductions of reflux at one hundred and eighty days (180) days post VenoValve implantation, VCSS scoring to measure disease manifestations, VAS scores to measure pain, and quality of life measurements. We have significant interest from key opinion leaders and several of the top vascular clinicians in the U.S. who would like to participate in the VenoValve U.S. pivotal trial. We are in the process of qualifying the sites, seeking investigational review board (“IRB”) and other necessary approvals, negotiating clinical trial agreements, and preparing for site training and initiations. At this point we expect the first implantation for the SAVVE study to occur at the beginning of the third quarter of 2021.

 

CoreoGraft

 

The CoreoGraft is a bovine based off the shelf conduit that could potentially be used to revascularize the heart, instead of harvesting the saphenous vein from the patient’s leg. In addition to avoiding the invasive and painful SVG harvest process, HJLI’s CoreoGraft closely matches the size of the coronary arteries, eliminating graft failures that occur due to size mismatch. In addition, with no graft harvest needed, the CoreoGraft could also reduce or eliminate the inner thickening that burdens and leads to failure of the SVGs.

 

In addition to providing a potential alternative to SVGs, the CoreoGraft could be used when making grafts from the patients’ own arteries and veins is not an option. For example, patients with significant arterial and vascular disease often do not have suitable vessels to be used as grafts. For other patients, such as women who have undergone radiation treatment for breast cancer and have a higher incidence of heart disease, using the LIMA may not be an option if it was damaged by the radiation. Another example are patients undergoing a second CABG surgery. Due in large part to early SVG failures, patients may need a second CABG surgery. If the SVG was used for the first CABG surgery, the patient may have insufficient veins to harvest. While the CoreoGraft may start out as a product for patients with no other options, if the CoreoGraft establishes good short term and long term patency rates, it could become the graft of choice for all CABG patients in addition to the LIMA.

 

CoreoGraft Clinical Status

 

In January of 2020, we announced the results of a six-month, nine sheep, animal feasibility study for the CoreoGraft. Bypasses were accomplished by attaching the CoreoGrafts from the ascending aorta to the left anterior descending artery, and surgeries were preformed both on-pump and off-pump. Partners for the feasibility study included the Texas Heart Institute, and American Preclinical Services.

 

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Test subjects were evaluated via angiograms and flow monitors during the study, and a full pathology examination of the CoreoGrafts and the surrounding tissue was performed post necropsy.

 

The results from the feasibility study demonstrated that the CoreoGrafts remained patent (open) and fully functional at 30, 90, and 180 day intervals after implantation. In addition, pathology examinations of the grafts and surrounding tissue at the conclusion of the study showed no signs of thrombosis, infection, aneurysmal degeneration, changes in the lumen, or other problems that are known to plague and lead to failure of SVGs.

 

In addition to exceptional patency, pathology examinations indicated full endothelialization for grafts implanted for 180 days both throughout the CoreoGrafts and into the left anterior descending arteries. Endothelium is a layer of cells that naturally exist throughout healthy veins and arteries and that act 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 long-term biocompatibility.

 

In May of 2020, we announced that we had received approval from the Superintendent of Health of the National Health Counsel for the Republic of Paraguay to conduct a first-in-human, feasibility trial for the CoreoGraft. Up to 5 patients that need coronary artery bypass graft surgery were to receive CoreoGraft implants as part of the first-in-human study. In July of 2020, we announced that we had received permission to proceed with the first-in-human study, which had been put on hold due to the COVID-19 pandemic, and in August of 2020 we announced that the first two patients had been enrolled for the first-in-human CoreoGraft trial. Heart bypass surgeries for the first two patients to receive CoreoGraft implants as part of our first-in-human trial were successfully completed in October of 2020. A third bypass surgery using the CoreoGraft was successfully completed in November of 2020 and another surgery was completed in December of 2020. Two CoreoGraft surgical patients have expired due to non-device related adverse events, one in October and one in November of 2020. As a result of these deaths, the feasibility study was put on hold, pending a review by an ethics committee that oversees the feasibility trial. Although the committee has given approval to resume with the feasibility study, due to the recent resurgence of COVID-19 in South America (including in Paraguay), the first-in-human CoreoGraft feasibility trial remains on hold. At this time we have no further information as to when the study might resume.

 

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Results of Operations

 

The following table represents selected items in our statements of operations for the three months ended March 31, 2021 and 2020:

 

   For the Three Months Ended 
   March 31, 
   2021   2020 
Operating Expenses:          
           
Selling, general and administrative expenses   1,176,455    997,896 
Research and development expenses   1,631,795    510,624 
Loss from Operations   (2,808,250)   (1,508,520)
           
Other Expense (Income):          
Interest expense (income), net   (2,959)   (2,633)
Change in fair value of derivative liabilities   -    (346,129)
Other expense   (32,405)   - 
Total Other Expense (Income)   (35,364)   (348,762)
           
Net Loss  $(2,772,886)  $(1,159,758)
           
Net Loss Per Basic and Diluted Common Share:  $(0.48)  $(1.57)
           
Weighted Average Number of Common Shares Outstanding:          
Basic and Diluted   5,741,212    737,275 

 

Comparison of the three months ended March 31, 2021 and 2020

 

Overview

 

We reported net losses of $2.8 million and $1.2 million for the three months ended March 31, 2021 and 2020, respectively, representing an increase in net loss of $1.6 million, or 133%, resulting from an increase in operating expenses of $1.3 million, and a decrease of $0.3 million in other expense.

 

Revenues

 

As a developmental stage Company, our revenue, if any, is expected to be diminutive and dependent on our ability to commercialize our product candidates.

 

Selling, General and Administrative Expenses

 

For the three months ended March 31, 2021, selling, general and administrative expenses increased by $0.2 million or 18%, to $1.2 million from $1.0 million for the three months ended March 31, 2020. The increase is primarily due to $0.1 million in higher Delaware franchise taxes, which increased due to changes in our capital structure, $0.5 million in higher D&O insurance premiums, and $0.5 million in higher legal fees.

 

Research and Development Expenses

 

For the three months ended March 31, 2021, research and development expenses increased by $1.1 million or 220%, to $1.6 million from $0.5 million for the three months ended March 31, 2020. This increase results from our efforts to apply and prepare for the IDE submission and pivotal trial of the VenoValve, prepare for the first-in human trial of the CoreoGraft, and related lab and personnel costs to support those activities, and is primarily due to $0.5 million in costs related to the VenoValve pivotal trial and the CoreoGraft first-in human trial, $0.2 million in costs related to product testing, $0.2 in compensation due to a larger team, and $0.2 million in other lab costs to support preparation for our pivotal trial.

 

Change in Fair Value of Derivative Liability

 

For the quarter ended March 31, 2020, we recorded a gain on the change in fair value of derivative liabilities of $0.3 million. Our derivative liabilities are related to warrants issued in connection with our February 25, 2020 private placement. There were no similar instruments outstanding during the quarter ending March 31, 2021.

 

Liquidity and Capital Resources

 

We have incurred losses since inception and negative cash flows from operating activities for the three months ended March 31, 2021. Since inception, we have funded our operations primarily through our IPO, private and public offerings of equity and private placement of convertible debt securities as well as modest revenues from royalties, contract research and sales of the ProCol Vascular Bioprosthesis.

 

As of May 10, 2020, we had a cash balance of $43.0 million.

 

We measure our liquidity in a variety of ways, including the following:

 

   March 31,
2021		   December 31,
2020		 
   (unaudited)     
Cash  $43,836,687   $9,334,584 
Working capital   42,291,603    6,382,818 

 

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Based upon our cash and working capital as of March 31, 2021, we have sufficient capital resources to meet our obligations as they become due within one year after the date of this Report and sustain operations.

 

The COVID-19 pandemic has disrupted the global economy and has negatively impacted large populations including people and businesses that may be directly or indirectly involved with the operation of our Company and the manufacturing, development, and testing of our product candidates. The full scope and economic impact of COVID-19 is still unknown and there are many risks from the COVID-19 that could generally and negatively impact economies and healthcare providers in the countries where we do business, the medical device industry as a whole, and development stage, pre-revenue companies such as HJLI.

 

Off-Balance Sheet Arrangements

 

None.

 

Contractual Obligations

 

As a smaller reporting company, we are not required to provide the information requested by paragraph (a)(5) of this Item.

 

Critical Accounting Policies and Estimates

 

For a description of our critical accounting policies, see Note 3 – Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

 

Item 3. Quantitative and Qualitative Disclosure About Market Risk

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

 

Item 4: Controls and Procedures

 

Disclosure Controls and Procedures

 

Our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (who is our Principal Executive Officer) and our Chief Financial Officer (who is our Principal Financial Officer and Principal Accounting Officer), of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of March 31, 2021, pursuant to Exchange Act Rule 13a-15(b). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2021 because of the material weakness in internal control over financial reporting discussed below.

 

Notwithstanding the material weakness in internal control over financial reporting described below, our management has concluded that our consolidated financial statements included in the Quarterly Report on Form 10-Q are fairly stated in all material respects in accordance with accounting principles generally accepted in the United States of America.

 

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Material Weakness

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

We did not maintain effective controls over accounting for warrants issued in connection with our February 25, 2020 financing, and, as a result, did not record an associated derivative liability on a timely basis. At the time of issuance, the Company sought and received technical accounting guidance on the accounting treatment for the derivative liability. However, due to personnel changes, the existence of the guidance was not known to new finance personnel. This deficiency did not result in the revision of any of our previously issued financial statements. However, if not addressed, the deficiency could result in material misstatement in the future. Accordingly, our management has determined that this control deficiency constitutes a material weakness.

 

Remediation Plan

 

We are in the process of developing a detailed plan for remediation of the material weakness, including developing and maintaining a transition process for new finance executives to review existing critical accounting policies and judgments. We will continue to assess the effectiveness of our remediation efforts in connection with our future assessments of the effectiveness of internal control over financial reporting and disclosure controls and procedures.

 

Changes in Internal Control over Financial Reporting

 

Other than the material weakness discussed above, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control that occurred during the quarter ended March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Inherent Limitations of Controls

 

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. Controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time we may be subject to litigation and arbitration claims incidental to its business. Such claims may not be covered by our insurance coverage, and even if they are, if claims against us are successful, they may exceed the limits of applicable insurance coverage.

 

On July 9, 2020, the Company was served with a civil complaint filed in the Superior Court for the State of California, County of Orange by a former employee, Robert Rankin, who resigned his employment on or about March 30, 2020. The case is entitled Rankin v. Hancock Jaffe Laboratories, Inc. et al., Case No. 30-2020-01146555-CU-WR-CJC and was filed on May 27, 2020. The complaint asserts several causes of action, including a cause of action for failure to timely pay Mr. Rankin’s accrued and unused vacation and three months’ severance under his July 16, 2018 employment agreement with the Company. Mr. Rankin alleges that he was forced to resign, however, we believe that he did not give the Company notice or an opportunity to cure the allegations. The complaint seeks, inter alia, back pay, unpaid wages, compensatory damages, punitive damages, attorneys’ fees, and costs. On September 3, 2020 the Company and its Chief Executive Officer were served with a second complaint filed in the Superior Court for the State of California, County of Orange by Mr. Rankin. The case is entitled Rankin v. Hancock Jaffe Laboratories, Inc. et al., Case No. 30-2020-01157857 and was filed on August 31, 2020. The complaint asserts several causes of action, including defamation, unlawful labor code violations, sex-based discrimination, unfair competition, and seeks damages for lost wages, emotional and mental distress, consequential damages, punitive damages and attorney’s fees and costs. The Company intends to vigorously defend the claims, investigate the allegations, and assert counterclaims. Mr. Rankin resigned as the Company’s Chief Financial Officer, Secretary and Treasurer on March 30, 2020.

 

Item 1A. Risk Factors

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item. Our current risk factors are set forth in our Form 10-K, filed with the SEC on March 31, 2021.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine and Safety Disclosure

 

Not applicable.

 

Item 5. Other Information

 

None.

 

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Item 6. Exhibits

 

The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

 

Exhibit   Description
     
31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act. *
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Sarbanes-Oxley Act. *
32   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act**
101.INS   XBRL Instance Document*
101.SCH   XBRL Taxonomy Extension Schema Document*
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB   XBRL Taxonomy Extension Label Linkbase Document*
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document*

 

* Filed herewith.
** Furnished and not filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 12, 2021 HANCOCK JAFFE LABORATORIES, INC.
     
  By: /s/ Robert Berman
    Robert Berman
    Chief Executive Officer
    (Principal Executive Officer)
     
  By: /s/ Craig Glynn
    Craig Glynn
    Chief Financial Officer
    (Principal Financing and Accounting Officer)

 

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