Washington, D.C. 20549










Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 24, 2016





(Exact name of registrant as specified in its charter)


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


321 Columbus Ave.

Boston, MA

(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.


On June 24, 2016, Bone Biologics Corporation (the “Company”) exercised its option (the “Option”) to distribute on an exclusive basis Sygnal™, a demineralized bone matrix being developed by the Musculoskeletal Transplant Foundation, Inc. (“MTF”). The Option was granted to the Company pursuant to the Agreement for the Distribution and Supply of Sygnal™ (the “Agreement”) between the Company and MTF dated February 24, 2016. As provided in the Agreement, the Company will issue 700,000 shares of its restricted common stock in connection with the exercise of the Option. Additionally, within 30 days of exercising the Option, MTF will provide the Company with a written proposal of a Definitive Agreement that includes, inter alia , certain Critical Terms described in the Agreement and those other commercially reasonable terms as agreed upon by the parties. The parties will fully negotiate in good faith all of the terms of the Definitive Agreement and any ancillary agreements thereto consistent with the Critical Terms.


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 the issuance of the Shares did not involve a public offering.






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: June 28, 2016 Bone Biologics Corporation
  By: /s/ STEPHEN R. La NEVE
  Name: Stephen R. La Neve
  Title: Chief Executive Officer