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:

 

2 
   

 

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 

 

3 
   

 

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.

 

4 
   

 

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

 

5 
   

 

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.

 

6 
   

 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 
 

 

 

August 28, 2014

 

Bone Biologics, Inc.

175 May Street, Suite 400

Edison, NJ 08837

  Attn: Bruce Stroever, Chairman
    Michael Schuler, CEO
    William Jay Treat, President

 

Musculoskeletal Transplant Foundation

125 May Street

Edison, NJ 08837

  Attn: Bruce Stroever, President, CEO

 

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. 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,

 

  AFH HOLDING AND ADVISORY, LLC
   
  By:
  Name: Amir F. Heshmatpour
  Title: Managing Director
  DATED:

 

ACKNOWLEDGED AND AGREED:

 

BONE BIOLOGICS, INC.

 

MUSCULOSKELETAL TRANSPLANT FOUNDATION

     
By:

  By:

Name:

William Jay Treat

  Name:

Michael J. Kawas

Title:

President

  Title:

Executive Vice President and Chief Financial Officer

DATED:


  DATED:

  

 

Page 2
 

 

 

 

Description: D:\Dropbox (SEC Compliance)\2014 OPERATIONS\2015 OPERATIONS\2016 EDGAR\02_February\Bone biologics Corporation\02-13-2016\Form 8-K\Draft\Production\logo.jpg 

 

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:

 

 

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;

     
 

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;

     
 

1,260,255 shares of Common Stock anticipated to be issued in this agreement which shall be included in the calculation;

     
 

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;

     
 

Warrants to purchase 949,367 shares of Common Stock transferred to AFH from Hankey Capital, Inc. shall not be included in the calculation; and

     
  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

 

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.

 

  Very truly yours,
     
  Bone Biologics Corporation
     
  By:  
    Stephen LaNeve,
    Chief Executive Officer

 

AGREED TO:  
     
AFH Holding and Advisory, LLC  
     
By:    
  Amir F. Heshmatpour  
  Managing Director