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): February 10, 2016
BONE
BIOLOGICS CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-53078
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42-1743430
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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321 Columbus
Ave.
Boston, MA
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02116
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(732)
661-2224
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):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Pursuant
to a letter agreement dated February 10, 2016 (the “Letter Agreement”), Bone Biologics Corporation (the “Company”)
agreed to issue a total of 1,260,255 shares of common stock of the Company (the “Shares”) to AFH Holding and Advisory,
LLC (“AFH”). The Letter Agreement was entered into in connection with the Letter of Intent (LOI) dated May 6, 2014
between AFH and the Company under which AFH and its affiliated entities, individuals or assignees (“AFH Group”) were
entitled to 10% of the outstanding shares of common stock of the Company on a fully diluted basis (the “Share Adjustment”)
after giving effect to an anticipated private placement of between $8,000,000 and $10,000,000 (the “PIPE”). In the
Letter Agreement, the Company recognized that, at the time the LOI was entered into, it was not anticipated that certain issuances
as specified in the letter agreement in addition to the PIPE would dilute directly or indirectly the interest of AFH Group as
stockholders of the Company. Accordingly, the Company agreed to issue the Shares in connection with the Share Adjustment. Amir
Heshmatpour is the controlling party of AFH and a board observer on the Company’s board of directors.
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Item 3.02.
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Unregistered Sales of Equity Securities
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The
discussion in Item 1.01 is hereby incorporated by reference.
The
Shares will be issued in reliance of Section 4(a)(2) of the Securities Act of 1933, as amended. Such reliance was based upon the
fact that (i) the issuance of the Shares did not involve a public offering, (ii) AFH represented that it is an accredited investor
and (iii) AFH made certain investment representations.
The
Company was incorporated in Delaware on October 18, 2007 as AFH Acquisition X, Inc. Pursuant to a Merger Agreement, dated September
19, 2014, among the Company, its wholly-owned subsidiary, Bone Biologics Acquisition Corp. (“Merger Sub”), and Bone
Biologics, Inc. Merger Sub merged with and into Bone Biologics Inc. (the “Merger”), with Bone Biologics, Inc. remaining
as the surviving corporation in the Merger. Upon the consummation of the Merger, the separate existence of Merger Sub ceased.
On September 22, 2014 the Company officially changed its name to “Bone Biologics Corporation” to more accurately reflect
the nature of its business and Bone Biologics, Inc. became a wholly-owned subsidiary of the Company.
The
following shareholders acquired shares of common stock (the “Exchange Shares”) through purchase or conversion of debt
from Bone Biologics Inc.; the Exchange Shares were subsequently surrendered to the Company on September 19, 2014 in exchange for
shares of the Company:
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Musculoskeletal Transplant Foundation, Inc – cash purchase
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231,833
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Musculoskeletal Transplant Foundation, Inc – debt conversion
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7,248,263
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Orthofix Holdings, Inc. – cash purchase
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500,000
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Orthofix Holdings, Inc. – debt conversion
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951,574
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Katayama Chemical Industry Co, LTD
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163,068
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T.O. Medical Development, Inc.
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258,838
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Shellwater & Company
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100,500
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HEWM/VLG Investment LLC
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17,500
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Dr. Bessie (Chia) Soo
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1,000,000
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Dr. Kang Ting
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2,000,000
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Dr. Benjamin Wu
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1,000,000
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Dr. Shun’ichi Kuroda
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250,000
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Dr. Jeffery Wang
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51,255
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Dr. Xinli Zhang
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250,000
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Mendel Biotechnology, Inc.
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3,750
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Cooley LLP
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3,750
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The
following shareholders acquired shares of common stock prior to the Merger (the “Pre-Merger Shares”):
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AFH Holding and Advisory LLC
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2,028,600
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Katherine Lynn Heshmatpour
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200,000
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Isabella Katherine Heshmatpour
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200,000
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Grace Victoria Heshmatpour
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200,000
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Angelina Amira Heshmatpour
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200,000
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Brendan M. Johnston
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100,000
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Jamie Summer Worth
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100,000
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Richard Loehr
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25,000
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H&H (Hong Kong) Holdings Co.
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200,000
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Don R. Hankey, Trustee of the Don Hankey Trust
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450,000
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Brett Hankey
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150,000
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All
of the Exchange Shares and the Pre-Merger Shares were duly issued, fully paid and non-assessable.
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Item 9.01.
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Financial Statements and Exhibits.
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There
is filed as part of this report the exhibit listed on the accompanying Index to Exhibits, which information is incorporated herein
by reference.
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Exhibit
No.
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Description
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10.1
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AFH
Letter of Intent dated May 6, 2014.
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10.2
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AFH
Letter Agreement dated February 10, 2016.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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Date:
February 16, 2016
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Bone Biologics Corporation
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By:
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/s/
STEPHEN R. LaNEVE
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Name:
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Stephen
R. LaNeve
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Title:
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Chief
Executive Officer
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Index
to Exhibits
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Exhibit
No.
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Description
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10.1
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AFH
Letter of Intent dated May 6, 2014.
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10.2
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AFH
Letter Agreement dated February 10, 2016.
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August
28, 2014
Bone
Biologics, Inc.
175
May Street, Suite 400
Edison,
NJ 08837
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Attn:
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Bruce Stroever, Chairman
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Michael Schuler, CEO
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William Jay Treat, President
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Musculoskeletal
Transplant Foundation
125
May Street
Edison,
NJ 08837
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Attn:
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Bruce Stroever, President, CEO
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Dear
Mr. Stroever and Mr. Schuler:
Reference
is made to the Amended and Restated Letter of Intent, dated as of May 7, 2014 (the “
LOI
”), by and among AFH
Holding and Advisory, LLC, Bone Biologics, Inc., and the Musculoskeletal Transplant Foundation. This letter shall constitute the
parties’ agreement that:
1.
Amendment
.
(a) The
first sentence of the section titled “
Termination
” (beginning with “After the execution” and ending
with “to May 30, 2014”) is hereby deleted in its entirety and replaced with the following sentence:
“After
the execution of this LOI by the parties, this LOI may be terminated: (i) upon the mutual written agreement of AFH Advisory and
the Company, (ii) by AFH Advisory as a result of the material breach by the Company of the binding provisions of this LOI, (iii)
by the Company as a result of the material breach by AFH Advisory of the binding provisions of this LOI, (iv) by either party
as a direct result of a material finding from due diligence, in such party’s reasonable discretion, which must be exercised
within the next ninety (90) days but in no event later than the execution of the agreement setting forth the material terms of
the Business Combination (whichever occurs first) after such time this subparagraph (iv) will expire or (v) by either AFH Advisory
or the Company in the event Closing II has not occurred prior to September 30, 2014.
Binding
Effect
. Except as amended hereby, the terms and provisions set forth in the LOI shall remain in full force and effect
and, to the extent applicable under the terms of the LOI, be binding on the parties thereto.
2.
Counterparts
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This letter may be signed in counterparts (including by facsimile or electronic mail transmission), any one of which need not
contain the signature of more than one party, but all such counterparts taken together will constitute one and the same agreement.
Sincerely,
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AFH
HOLDING AND ADVISORY, LLC
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By:
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Name:
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Amir F. Heshmatpour
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Title:
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Managing Director
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DATED:
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ACKNOWLEDGED
AND AGREED
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BONE
BIOLOGICS, INC.
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MUSCULOSKELETAL
TRANSPLANT FOUNDATION
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By:
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By:
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Name:
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William
Jay Treat
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Name:
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Michael
J. Kawas
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Title:
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President
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Title:
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Executive
Vice President and Chief Financial Officer
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DATED:
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DATED:
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February
10, 2016
AFH
Holding and Advisory, LLC
9525
Wilshire Boulevard, Suite 700
Beverly
Hills, California 90212
Attention:
Amir F. Heshmatpour, Managing Director
Dear
Amir:
Reference
is made to the Amended and Restated Letter of Intent dated May 7, 2014 (as previously amended, the “
LOI
”),
among Bone Biologics Corporation (the “
Company
”) Musculoskeletal Transplant Foundation and AFH Holding and
Advisory, LLC (“
AFH
”) pursuant to which, among other things, the Company agreed that, for the consideration
contemplated therein, AFH Advisory and its affiliated entities, individuals or assignees (collectively the “
AFH Group
”)
will be entitled to 10% of the outstanding shares of common stock of the Company (the “
Initial Share Adjustment
”)
after giving effect to the PIPE (which includes the private placement for $3,750,000 currently being conducted by the Company
(the “
Current Private Placement
”)). All capitalized terms not defined in this letter shall have the meaning
ascribed to them in the LOI. The Company recognizes that, at the time the LOI was entered into, it was not anticipated that certain
events in addition to the PIPE would dilute directly or indirectly the interest of AFH Group as stockholders of the Company, including
the Ninth Amendment to the License Agreement with the Regents of the University of California and the possible issuance of the
Company’s Common Shares pursuant to the Professional Services Agreement with each of Dr. Chia Soo, Dr. Ben Wu, and Dr. Eric
Ting.
Accordingly,
in recognition of the obligations under the LOI and to assure that the Initial Share Adjustment obligation is met, and will be
adhered to, by Company to AFH, the Company agrees to issue to AFH 1,260,255 restricted shares of the Company’s common stock
(the “
Shares
”). The Shares shall be fully paid and earned, fully vested and non-assessable. To the greatest
extent possible, and subject to applicable laws, regulations and compliance with other agreements, the Company agrees to report
and characterize the Shares as an anti-dilution claw-back adjustment of equity in connection with prior transactions. The Shares
have not been registered under the Securities Act of 1933, as amended (the “
Act
”), and therefore, cannot be
resold unless they are registered under the Act and applicable state securities laws or unless an exemption from such registration
requirement is available.
321
Columbus Ave., Suite 300, Boston, MA 02116
Bone
Biologics Corporation
●
● ●
In
this connection, AFH represents that it is acquiring the Shares for investment purposes and not with a view to, or for resale
in connection with, any distribution thereof. AFH is an accredited investor as such term is defined in Rule 501 of Regulation
D under the Act. The certificate evidencing the Shares shall bear a restricted legend. The Company agrees that AFH shall have
demand and piggy-back registration rights with respect to the Shares on terms at least as favorable as any other demand or piggy-back
registration rights heretofore provided AFH by the Company.
In
consideration for the Company’s agreement to issue the Shares, AFH acknowledges and agrees that, for purposes of calculating
the Initial Share Adjustment:
(a)
no further adjustment shall be made after the date hereof, except for any remaining securities to be issued in the PIPE or upon
the exercise of warrants in connection with or concurrently with the PIPE, and
(b)
AFH Group shall be deemed to own 6,037,020 shares calculated as follows:
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●
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At
the time of the reverse merger, AFH Group held 3,909,602 shares of Common Stock, and
warrants to purchase 525,000 shares of Common Stock which shall be included in the calculation;
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●
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867,163
shares of Common Stock were issued to AFH pursuant to that certain letter agreement,
dated August 12, 2015 which shall be included in the calculation;
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1,260,255
shares of Common Stock anticipated to be issued in this agreement which shall be included
in the calculation;
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915,614
shares of Common Stock and a warrant to purchase 158,229 shares of Common Stock issued
to AFH on October 28, 2015 shall not be included in the calculation;
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Warrants
to purchase 949,367 shares of Common Stock transferred to AFH from Hankey Capital, Inc.
shall not be included in the calculation; and
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An
aggregate of 51,670,459 shares are deemed outstanding calculated on a fully diluted basis after giving effect to this agreement
but before the Current Private Placement
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The
parties confirm that LOI remains in full force and effect according to its original terms. The Company represents and warrants
that the 6,037,020 shares currently equals 12.7% of the fully-diluted shares of the Company.
Bone
Biologics Corporation
●
● ●
Please
execute and return to the undersigned a copy of this letter evidencing AFH’s agreement with the foregoing.
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Very
truly yours,
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Bone
Biologics Corporation
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By:
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Stephen
LaNeve,
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Chief
Executive Officer
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AGREED
TO:
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AFH
Holding and Advisory, LLC
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By:
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Amir
F. Heshmatpour
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Managing
Director
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