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SEC Company Response from enVVeno Medical Corp (NVNO, NVNBW) (CIK 0001661053) (NVNO) — Feb 8, 2018

enVVeno Medical Corp (NVNO, NVNBW) (CIK 0001661053)
Date: Feb. 8, 2018 · CIK: 0001661053 · Accession: 0001493152-18-001628

AI Filing Summary & Sentiment

File numbers found in text: 333-220372

Date
January 26, 2018
Author
/s/ Benedict Broennimann, M.D.
Form
CORRESP
Company
enVVeno Medical Corp (NVNO, NVNBW) (CIK 0001661053)

Letter

VIA EDGAR United States Securities and Exchange Commission Office of Electronics and Machinery Re: Hancock Jaffe Laboratories, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed January 26, 2018 File No. 333-220372

Dear Ms. Ravitz:

Hancock Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), hereby provides the following information in response to the oral comment received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on February 7, 2018 to Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-220372) filed on January 26, 2018 (“Amendment No. 4”). The Company’s response is preceded by a reproduction of the Staff’s oral comment in italics.

1. How were the 2018 note investors made aware of the opportunity to invest in the company and please identify any pre-existing relationships between these investors and the company.

Company Response: During the period from June 15, 2017 through December 7, 2017, the Company received proceeds of approximately $2,750,500 pursuant to the issuance of certain convertible promissory notes (the “2017 Financing”). Alexander Capital, L.P. (“Alexander”) acted as the placement agent for the 2017 Financing.

During the period from September 1, 2017 and December 6, 2017, the Company issued 253,792 shares of its Series B Preferred Stock, par value $0.00001 per share (the “Series B Financing”). Newbridge Securities Corporation (“Newbridge”) acted as the Company’s placement agent for the Series B Financing.

During the period from January 5, 2018 through January 16, 2018, the Company received net proceeds of approximately $2,603,750 pursuant to the issuance of certain convertible promissory notes (the “2018 Financing”). Alexander acted as the placement agent for the 2018 Financing.

Alexander has informed the Company that the purchasers in the 2018 Financing (the “Purchasers”) had a pre-existing relationship with Black River Wealth Management Ltd. (“Black River”), an affiliate of Newbridge, which itself holds securities of the Company. The Purchasers were privately solicited based on their relationships with Alexander or its representatives.

Amanda Ravitz

Page 2 of 2

Should you have any questions or require any additional information, please contact Hancock Jaffe Laboratories, Inc., attention William Abbott, by phone at (949) 387-9279, or by e-mail at billabbott@hjlinc.com.

Sincerely,
/s/ Benedict Broennimann, M.D.

Show Raw Text
CORRESP
1
filename1.htm

February
8, 2018

VIA
EDGAR

Amanda
Ravitz

Assistant
Director

United
States Securities and Exchange Commission

Office
of Electronics and Machinery

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Hancock Jaffe Laboratories, Inc.

    Amendment No. 4 to Registration Statement
    on Form S-1

    Filed January 26, 2018

    File No. 333-220372

Dear
Ms. Ravitz:

Hancock
Jaffe Laboratories, Inc., a Delaware corporation (the “Company”), hereby provides the following information
in response to the oral comment received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) on February 7, 2018 to Amendment No. 4 to the Registration Statement
on Form S-1 (File No. 333-220372) filed on January 26, 2018 (“Amendment No. 4”). The Company’s
response is preceded by a reproduction of the Staff’s oral comment in italics.

    1.
    How were the 2018 note investors made aware
    of the opportunity to invest in the company and please identify any pre-existing relationships between these investors and
    the company.

Company
Response: During the period from June 15, 2017 through December 7, 2017, the Company received proceeds of approximately $2,750,500
pursuant to the issuance of certain convertible promissory notes (the “2017 Financing”). Alexander Capital,
L.P. (“Alexander”) acted as the placement agent for the 2017 Financing.

During
the period from September 1, 2017 and December 6, 2017, the Company issued 253,792 shares of its Series B Preferred Stock, par
value $0.00001 per share (the “Series B Financing”). Newbridge Securities Corporation (“Newbridge”)
acted as the Company’s placement agent for the Series B Financing.

During
the period from January 5, 2018 through January 16, 2018, the Company received net proceeds of approximately $2,603,750 pursuant
to the issuance of certain convertible promissory notes (the “2018 Financing”). Alexander acted as the placement
agent for the 2018 Financing.

Alexander
has informed the Company that the purchasers in the 2018 Financing (the “Purchasers”) had a pre-existing relationship
with Black River Wealth Management Ltd. (“Black River”), an affiliate of Newbridge, which itself holds securities
of the Company. The Purchasers were privately solicited based on their relationships with Alexander or its representatives.

Amanda
Ravitz

Page
2 of 2

Should
you have any questions or require any additional information, please contact Hancock Jaffe Laboratories, Inc., attention William
Abbott, by phone at (949) 387-9279, or by e-mail at billabbott@hjlinc.com.

    Sincerely,

    /s/ Benedict Broennimann, M.D.

    Benedict Broennimann, M.D.

    Co-Chief Executive Officer

    Hancock Jaffe Laboratories, Inc.

    Cc:
    Tim Buchmiller, U.S. Securities and Exchange
    Commission

    Tom Jones, U.S. Securities and Exchange Commission

    Gary Todd, U.S. Securities and Exchange Commission

    Jeanne Bennett, U.S. Securities and Exchange
    Commission

    William Abbott, Hancock Jaffe Laboratories,
    Inc.

    Michael Hedge, K&L Gates LLP