Current Report Filing (8-k)
October 13 2022 - 5:05AM
Edgar (US Regulatory)
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2022-10-12
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2022-10-12
2022-10-12
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BBLG:WarrantsToPurchaseCommonStock0.001ParValuePerShareMember
2022-10-12
2022-10-12
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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): October 12, 2022
BONE
BIOLOGICS CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40899 |
|
42-1743430 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2
Burlington Woods Drive, Ste. 100
Burlington,
MA |
|
01803 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (781) 552-4452
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, $0.001 par value per share |
|
BBLG |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Warrants
to Purchase Common stock, $0.001 par value per share |
|
BBLGW |
|
The
Nasdaq Stock Market LLC |
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 (see General Instruction A.2. below):
☐ |
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)) |
Indicate
by check mark whether the registrant is an emerging growth company 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 8.01 Other Events.
On
October 12, 2022, the Company completed a public offering (the “Offering”) of 3,777,778 units (the “Units”) pursuant
to an Underwriting Agreement (the “Underwriting Agreement”) with WallachBeth Capital LLC, as representative of the underwriters
named therein (the “Representative”). Pursuant to the Underwriting Agreement, each unit consists of: (i) one share of
common stock, par value $0.001 per share; (ii) one Series A warrant (the “Series A Warrants”) to purchase one share of common
stock at an exercise price equal to $1.62 per share (120% of the per Unit offering price), exercisable until the fifth anniversary of
the issuance date; (iii) one Series B warrant (the “Series B Warrants”) to purchase one share of common stock at an exercise
price equal to $1.35 per share (100% of the per Unit offering price), exercisable until the fifth anniversary of the issuance date; and
(iv) one Series C warrant (the “Series C Warrants,” and together with the Series A Warrants and the Series B Warrants, the
“Purchase Warrants”) to purchase one share of common stock at an exercise price equal to $2.16 per share (160% of the per
Unit offering price), exercisable until the fifth anniversary of the issuance date.
The Purchase Warrants are subject to certain adjustment
and cashless exercise provisions as described herein. The Units have no stand-alone rights and will not be certificated or issued as
stand-alone securities. The shares of common stock and Purchase Warrants may be transferred separately immediately upon issuance. Holders
of the Series C Warrants may execute such warrants on a “cashless” basis upon the earlier of (i) one (1) Trading Day from
the issuance date of such warrant or (ii) the time when $10.0 million of volume is traded in the our common stock, if the volume weighted
average price (“VWAP”) of our common stock on any trading day on or after the closing date fails to exceed the exercise price
of the Series C Warrant (subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations and similar
events). In such event, the aggregate number of Warrant Shares issuable in such cashless exercise pursuant to any given Notice of Exercise
electing to effect a cashless exercise shall equal the product of (x) the aggregate number of Warrant Shares that would be issuable upon
exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a
cashless exercise and (y) 1.00.
The
Units were sold at a price of $1.35 per Unit, generating gross proceeds to the Company of $5,100,000.30.
In
addition, pursuant to the Underwriting Agreement, the
Company granted to the Representative a 45-day option to purchase up to 566,666 additional shares of Common Stock and/or 566,666
Purchase Warrants to cover over-allotments, if any. The Representative has exercised its option with respect to 556,037 of Purchase
Warrants.
The
foregoing descriptions of the Offering, the Underwriting Agreement and the Purchase Warrants do not purport to be complete and are qualified
in their entirety by reference to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2022 for additional information on the Offering
and the forms of Series A Warrant, Series B Warrant and Series C Warrant filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this
Current Report and are incorporated by reference herein.
The
Offering of the Units was made pursuant to a registration statement on Form S-1, as amended (File No. 333- 267588), which was declared
effective by the United States Securities and Exchange Commission (the “SEC”) on October 6, 2022.
On
October 12, 2022, the Company issued a press release with respect to the completion of the Offering. A copy of the press release is attached
hereto as Exhibit 99.1 to this Current Report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
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.
Date:
October 13, 2022 |
BONE
BIOLOGICS CORPORATION |
|
|
|
|
By: |
/s/
JEFFREY FRELICK |
|
Name: |
Jeffrey Frelick |
|
Title: |
Chief Executive Officer |
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