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EX-10.1 - Bone Biologics Corpex10-1.htm
EX-10.2 - Bone Biologics Corpex10-2.htm

 

 

 

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)

 

Delaware   000-53078   42-1743430
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

321 Columbus Ave.

Boston, MA

  02116
(Address of principal executive offices)   (Zip Code)

 

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):

 

[  ]   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))

 

 

 

 
   

 

Item 1.01.   Entry into a Material Definitive Agreement.

 

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.

 

Item 3.02.   Unregistered Sales of Equity Securities

 

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.

 

Item 8.01.   Other Matters

 

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   231,833 
      
Musculoskeletal Transplant Foundation, Inc – debt conversion   7,248,263 
      
Orthofix Holdings, Inc. – cash purchase   500,000 
      
Orthofix Holdings, Inc. – debt conversion   951,574 
      
Katayama Chemical Industry Co, LTD   163,068 
      
T.O. Medical Development, Inc.   258,838 
      
Shellwater & Company   100,500 
      
HEWM/VLG Investment LLC   17,500 
      
Dr. Bessie (Chia) Soo   1,000,000 
      
Dr. Kang Ting   2,000,000 
      
Dr. Benjamin Wu   1,000,000 
      
Dr. Shun’ichi Kuroda   250,000 
      
Dr. Jeffery Wang   51,255 
      
Dr. Xinli Zhang   250,000 
      
Mendel Biotechnology, Inc.   3,750 
      
Cooley LLP   3,750 

 

The following shareholders acquired shares of common stock prior to the Merger (the “Pre-Merger Shares”):

 

AFH Holding and Advisory LLC   2,028,600 
      
Katherine Lynn Heshmatpour   200,000 
      
Isabella Katherine Heshmatpour   200,000 
      
Grace Victoria Heshmatpour   200,000 
      
Angelina Amira Heshmatpour   200,000 
      
Brendan M. Johnston   100,000 

 

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Jamie Summer Worth   100,000 
      
Richard Loehr   25,000 
      
H&H (Hong Kong) Holdings Co.   200,000 
      
Don R. Hankey, Trustee of the Don Hankey Trust   450,000 
      
Brett Hankey   150,000 

 

All of the Exchange Shares and the Pre-Merger Shares were duly issued, fully paid and non-assessable.

 

Item 9.01.   Financial Statements and Exhibits.

 

(d)   Exhibits

 

There is filed as part of this report the exhibit listed on the accompanying Index to Exhibits, which information is incorporated herein by reference.

 

Exhibit No.   Description
     
10.1   AFH Letter of Intent dated May 6, 2014.
     
10.2   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.

 

Date: February 16, 2016 Bone Biologics Corporation
     
  By: /s/ STEPHEN R. LaNEVE
  Name: Stephen R. LaNeve
  Title: Chief Executive Officer

 

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Index to Exhibits

 

Exhibit No.   Description
     
10.1   AFH Letter of Intent dated May 6, 2014.
     
10.2   AFH Letter Agreement dated February 10, 2016.

 

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