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SEC Comment Letter for enVVeno Medical Corp (NVNO, NVNBW) (CIK 0001661053) (NVNO) — Dec 13, 2017

enVVeno Medical Corp (NVNO, NVNBW) (CIK 0001661053)
Date: Dec. 13, 2017 · CIK: 0001661053 · Accession: 0000000000-17-043517

AI Filing Summary & Sentiment

Date
December 5, 2017
Author
/s/ Tim Buchmiller for
Form
UPLOAD
Company
enVVeno Medical Corp (NVNO, NVNBW) (CIK 0001661053)

Letter

Mail Stop 3030 December 1 3, 2017 Via E -mail Benedict Broennimann, M.D. Co-Chief Executive Officer Hancock Jaffe Laboratories, Inc. 70 Doppler Irvine, California 92618

Re: Hancock Jaffe Laboratories, Inc. Amendment No. 2 to Registration Statement on Form S -1 Filed December 5, 2017 File No. 333 -220372

Dear Dr. Broennimann :

We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our November 17, 2017 letter.

We are subject to certain negative covenants set forth in the Notes, page 12

1. Clarify if the material covenants mentioned in the second paragraph of this risk factor are the same as the negative covenants described in the first paragraph of this risk factor. Please also make similar disclosure in the fifth paragraph on page 60. If there are different material covenants, please disclose those in an appropriate location in your prospectus.

Use of Proceeds, page 48

2. File as an exhibit the note issued to Leman Cardiovascular S.A. Also, tell us how you intend to satisfy your remaining obligat ions under that note and revise your disclosure as appropriate. Disclose under “Liquidity and Capital Resources” whether you believe that

Dr. Benedict Broennimann Hancock Jaffe Laboratories, Inc. December 1 3, 2017 Page 2

the net proceeds from your offering after intended uses, together with the cash generated from operations and your cu rrent cash and cash equivalents, will be sufficient to meet your anticipated operating liquidity and capital resources requirements for at least the twelve months following your offering.

You may contact J eanne Bennett at (202) 551-3606 or Gary Todd, Senior Accountant, at (202) 551 -3605 if you have questions regarding comments on the financial statements and related matters. Please contact Tom Jones at (202) 551 -3602 or Tim Buchmiller, Senior Attorney, at (202) 551 -3635 with any other quest ions.

Sincerely,
/s/ Tim Buchmiller for

Show Raw Text
Mail Stop 3030
December 1 3, 2017

Via E -mail
Benedict Broennimann, M.D.
Co-Chief Executive Officer
Hancock Jaffe Laboratories, Inc.
70 Doppler
Irvine, California 92618

Re: Hancock Jaffe Laboratories, Inc.
 Amendment No. 2 to Registration Statement on Form S -1
Filed December 5, 2017
  File No. 333 -220372

Dear Dr. Broennimann :

We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

 After reviewing any amendment to your registration statement and the information you
provide in  response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our November 17, 2017 letter.

We are subject to certain negative covenants set forth in the Notes, page 12

1. Clarify  if the material covenants mentioned in the second paragraph of this risk factor are
the same as the negative covenants described in the first paragraph of this risk factor.
Please also make similar disclosure in the fifth paragraph on page 60.  If there are
different material covenants, please disclose those in an appropriate location in your
prospectus.

Use of Proceeds, page 48

2. File as an exhibit the note issued to Leman Cardiovascular S.A. Also, tell us how you
intend to satisfy your remaining obligat ions under that note and revise your disclosure as
appropriate.   Disclose under “Liquidity and Capital Resources” whether you believe that

Dr. Benedict Broennimann
Hancock Jaffe Laboratories, Inc.
December 1 3, 2017
Page 2

 the net proceeds from your offering after intended uses, together with the cash generated
from operations and your cu rrent cash and cash equivalents, will be sufficient to meet
your anticipated operating liquidity and capital resources requirements for at least the
twelve months following your offering.

 You may contact J eanne Bennett at (202) 551-3606 or Gary Todd, Senior Accountant, at
(202) 551 -3605 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tom Jones at (202) 551 -3602 or Tim Buchmiller, Senior
Attorney, at (202) 551 -3635 with any other quest ions.

Sincerely,

 /s/ Tim Buchmiller for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Michael A. Hedge, Esq.
K&L Gates LLP