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1.
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Names of Reporting Persons.
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Mitchell P. Kopin
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization United
States of America
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With:
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5. Sole Voting Power
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0
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6. Shared Voting Power
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1,257,837
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7. Sole Dispositive Power
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0
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8. Shared Dispositive Power
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1,257,837
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 1,257,837
(see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9) 4.99%
(see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN; HC
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1.
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Names of Reporting Persons.
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Daniel B. Asher
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization United
States of America
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With:
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5. Sole Voting Power
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0
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6. Shared Voting Power
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1,257,837
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7. Sole Dispositive Power
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0
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8. Shared Dispositive Power
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1,257,837
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 1,257,837
(see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9) 4.99%
(see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN; HC
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1.
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Names of Reporting Persons.
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Intracoastal Capital LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization Delaware
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With:
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5. Sole Voting Power
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0
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6. Shared Voting Power
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1,257,837
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7. Sole Dispositive Power
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0
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8. Shared Dispositive Power
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1,257,837
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person 1,257,837
(see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by Amount in Row (9) 4.99%
(see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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OO
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Item
1.
(a)
Name of Issuer
Hancock
Jaffe Laboratories, Inc. (the “Issuer”)
(b)
Address of Issuer’s Principal Executive Offices
70
Doppler
Irvine,
California 92618
Item
2.
(a)
Name of Person Filing
(b)
Address of Principal Business Office or, if none, Residence
(c)
Citizenship
This
Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America
(“Mr. Kopin”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr.
Asher”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“Intracoastal”
and together with Mr. Kopin and Mr. Asher, collectively the “Reporting Persons”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit
1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions
of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d)
Title of Class of Securities
Common
Stock, $0.00001 par value per share, of the Issuer (the “Common Stock”).
(e)
CUSIP Number
41015N106
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
Not
applicable.
Item
4. Ownership.
(a)
and (b):
(i)
Immediately following the execution of the Securities Purchase Agreement with the Issuer on June 1, 2020 (the “SPA”)
(as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 3, 2020), each of the Reporting
Persons may have been deemed to have beneficial ownership of 2,197,802 shares of Common Stock, which consisted of (i) 1,098,901
shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 1,098,901
shares of Common Stock issuable upon an exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated
by the SPA (“Intracoastal Warrant 1”), and all such shares of Common Stock in the aggregate represent beneficial
ownership of approximately 9.5% of the Common Stock, based on (1) 21,018,931 shares
of Common Stock outstanding as of June 1, 2020 as reported by the Issuer, plus (2) 1,098,901 shares of Common Stock to be issued
to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 1,098,901 shares of Common Stock issuable upon
an exercise of Intracoastal Warrant 1. The foregoing excludes (I) 628,931 shares of Common Stock issuable upon exercise of a warrant
held by Intracoastal (“Intracoastal Warrant 2”) because Intracoastal Warrant 2 contains a blocker provision
under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent)
that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and
any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the
Common Stock, and (II) 8,500 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal
Warrant 3”) because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have
the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial
ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together
with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions,
each of the Reporting Persons may have been deemed to have beneficial ownership of 2,835,233 shares of Common Stock.
(ii)
As of the close of business on June 11, 2020, each of the Reporting Persons may have been deemed to have beneficial ownership
of 1,257,837 shares of Common Stock, which consisted of (i) 1,098,901 shares of Common
Stock issuable upon exercise of Intracoastal Warrant 1, and (ii) 158,936 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 2, and all such shares of Common Stock represented beneficial ownership of approximately 4.99% of the Common Stock, based
on (1) 21,018,931 shares of Common Stock outstanding as of June 1, 2020 as reported
by the Issuer, plus (2) 2,930,402 shares of Common Stock in the aggregate issued at the closing of the transaction contemplated
by the SPA, (3) 1,098,901 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, and (4) 158,936 shares of Common
Stock issuable upon exercise of Intracoastal Warrant 2. The foregoing excludes (I) 469,995 shares of Common Stock issuable upon
exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof
does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result
in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting as a
group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock and (II) 8,500
shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision
under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent)
that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and
any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the
Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership
of 1,736,332 shares of Common Stock.
(c)
Number of shares as to which each Reporting Person has:
(i)
Sole power to vote or to direct the vote: 0 .
(ii)
Shared power to vote or to direct the vote: 1,257,837 .
(iii)
Sole power to dispose or to direct the disposition of 0 .
(iv)
Shared power to dispose or to direct the disposition of 1,257,837 .
Item
5. Ownership of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of securities, check the following þ.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not
applicable.
Item
8. Identification and Classification of Members of the Group
Not
applicable.
Item
9. Notice of Dissolution of Group
Not
applicable.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
June 11, 2020
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/s/
Mitchell P. Kopin
|
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Mitchell
P. Kopin
|
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/s/
Daniel B. Asher
|
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Daniel
B. Asher
|
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Intracoastal
Capital LLC
|
|
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By:
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/s/
Mitchell P. Kopin
|
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Mitchell
P. Kopin, Manager
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Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without
the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Date:
June 11, 2020
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/s/
Mitchell P. Kopin
|
|
Mitchell
P. Kopin
|
|
|
|
/s/
Daniel B. Asher
|
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Daniel
B. Asher
|
|
|
|
Intracoastal
Capital LLC
|
|
|
|
|
By:
|
/s/
Mitchell P. Kopin
|
|
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Mitchell
P. Kopin, Manager
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Page
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