As filed with the Securities and Exchange Commission on October 12, 2021

 

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Bone Biologics Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   2834   42-1743430
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

 

2 Burlington Woods Drive

Suite 100

Burlington, MA 01803

617-312-4862

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Jeffrey Frelick

Chief Executive Officer

Bone Biologics Corporation

2 Burlington Woods Drive

Suite 100

Burlington, MA 01803

702-514-4174

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

David Ficksman, Esq.

TroyGould PC

1801 Century Park East, 16th Floor

Los Angeles, CA 90067

Telephone: (310) 553-4441

Richard Friedman

Jeffrey Fessler, Esq.

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112-0015

Telephone: (212) 653-8700

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-257484

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    Emerging growth company

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities To Be Registered  Proposed
Maximum
Aggregate
Offering
Price(1)(2)
   Amount of
Registration
Fee(1)
 
Units consisting of:        
(i) Common stock, $0.001 par value per share  $1,519,370.75   $140.85 
(ii) Warrants to purchase shares of common stock, par value $0.001 per share(3)(4)   -    - 
Shares of common stock, par value $0.001 per share underlying Warrants  $1,823,244.90   $169.01 
Representative’s Warrants to purchase shares of common stock (5)   -    - 
Common stock issuable upon exercise of Representative’s Warrants(6)  $109,394.69   $10.14 
Total  $3,452,010.34   $320.00 

 

(1)

The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), based on the proposed maximum aggregate offering price. The Registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $25,301,680 on a Registration Statement on Form S-1, as amended (File No. 333-257484), which was declared effective by the Securities and Exchange Commission on October 12, 2021. In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $3,452,010.34 is hereby registered, which includes the additional shares of common stock and warrants to purchase shares of common stock issuable upon the exercise of the underwriters’ option to purchase additional shares of common stock and warrants to purchase shares of common stock to cover over-allotments, if any.

 

(2)

Pursuant to Rule 416 under the Securities Act, the common stock registered hereby also include an indeterminate number of additional common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.

 

(3)

In accordance with Rule 457(i) under the Securities Act, no separate registration fee is required with respect to the warrants registered hereby.

 

(4)

There will be issued warrants to purchase one share of common stock. The warrants are exercisable at a per share exercise price equal to 120% of the offering price of one Unit.

 

(5)

No separate registration fee is required pursuant to Rule 457(g) under the Securities Act.

 

(6) The Registrant agreed to issue, at the closing of this offering, warrants to WallachBeth Capital, LLC, as representative of the underwriters, entitling it to purchase 6% of the aggregate (i) Units and (ii) shares of common stock and/or warrants to cover over-allotments, if any, being sold in this offering. The exercise price of the warrants is equal to 120% of the offering price of one Unit offered hereby.

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 

 

 

 

 

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

This Registration Statement is being filed with the Securities and Exchange Commission (the “SEC”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement relates to the public offering of units (“Units”), each Unit consisting of one share of common stock (“Common Stock”), par value $0.001 per share, and one warrant (“Warrant”) to purchase one share of Common Stock (and the shares issuable from time to time upon exercise of the Warrants), of Bone Biologics Corporation (the “Registrant”), contemplated by the Registration Statement on Form S-1, as amended (File No. 333-257484), initially filed with the SEC by the Registrant on August 30, 2021 (as amended, the “Prior Registration Statement”) pursuant to the Securities Act, which was declared effective by the SEC on October 12, 2021. The contents of the Prior Registration Statement, including all amendments and exhibits thereto, are incorporated by reference into this Registration Statement.

 

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate offering price of the Units to be offered in the public offering by $3,452,010.34, which includes additional shares of Common Stock and/or additional Warrants to purchase shares of Common Stock that the underwriters have the option to purchase, solely to cover over-allotments, if any. The additional Units that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.

 

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith or incorporated by reference herein.

 

-2-

 

 

EXHIBIT INDEX

 

Exhibit

Number

  Description of Exhibit
5.1   Opinion of TroyGould PC
23.1   Consent of Independent Registered Public Accounting Firm (Weinberg & Company)
23.2   Consent of TroyGould PC (included in Exhibit 5.1)
24.1*   Power of Attorney

 

* Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No 333-257484), initially filed with the SEC on August 30, 2021 and incorporated by reference therein.

 

-3-

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Burlington, MA, on this 12th day of October 2021.

 

  BONE BIOLOGICS CORPORATION
     
  By: /s/ Jeffrey Frelick
    Jeffrey Frelick
    Chief Executive Officer and President

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.

 

Signature   Title   Date
         
/s/ Jeffrey Frelick   Chief Executive Officer and Director   October 12, 2021
Jeffrey Frelick   (principal executive officer)    
         
*   Chief Financial Officer   October 12 , 2021
Deina H. Walsh   (principal financial and accounting officer)    
         
*   Director   October 12, 2021
Bruce Stroever        
         
*   Director   October 12, 2021
Bret Hankey        
         
*   Director   October 12, 2021
Don R. Hankey        
         
*   Director   October 12, 2021
Stephen R. LaNeve        
         
/s/ Jeffrey Frelick       October 12, 2021
Attorney-in-Fact        

 

-4-

 

 

EXHIBIT 5.1

 

TroyGould pc

1801 Century Park East, 16th Floor

Los Angeles, California 90067-2367

Tel (310) 553-4441 | Fax (310) 201-4746

www.troygould.com
   
David L. Ficksman (310) 789-1290 dficksman@troygould.com File No. 03671-0005
   
  October 12, 2021

 

Bone Biologics Corporation

2 Burlington Woods Drive

Suite 100

Burlington, MA 01803

 

 

  Re: Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to Bone Biologics Corporation, a Delaware corporation (the “Company”), in connection (i) with the preparation of the Company’s registration statement on Form S-1, Registration No. 333- 257484, under the Securities Act of 1933, as amended (the “Securities Act”), initially filed by the Company with the Securities and Exchange Commission (the “Commission”) on August 30, 2021, as thereafter amended or supplemented (the “Prior Registration Statement”) and (ii) a second Registration Statement on Form S-1 filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement”, and together with the Prior Registration Statement, the “Registration Statement”). This opinion letter is being furnished to you in connection with your filing of the 462(b) Registration Statement relating to the registration of the offering by the Company of (A) a proposed maximum aggregate offering price of $1,519,370.75 of common stock, par value $0.001 per share (the “Common Stock” and each such share of Common Stock, a “Share” and collectively, the “Shares”) (B) a proposed maximum aggregate offering price of $1,823,244.90 of warrants (the “Common Stock Warrants”) to purchase shares of Common Stock (the “Common Stock Warrant Shares”) and (C) a proposed maximum aggregate offering price of $109,394.69 of warrants (the “Underwriter Warrants” and together with the Common Stock Warrants, the “Warrants”) to purchase shares of Common Stock (the “Underwriter Warrant Shares” and together with the Common Stock Warrant Shares, the “Warrant Shares”) to be issued to WallachBeth Capital, LLC (the “Underwriter”) as compensation for its services pursuant to an underwriting agreement to be entered into by and between the Company and the Underwriter, substantially in the form of which was filed as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”). The Shares and the Warrant Shares are collectively referred to as the “Securities.” This opinion is in addition to our opinion that was filed as Exhibit 5.1 to the Company’s Prior Registration Statement.

 

 

 

 

 

Bone Biologics Corporation

October 12, 2021

Page 2

 

 

In rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Amended and Restated Certificate of Incorporation and Bylaws of the Company, (ii) certain resolutions of the Board of Directors of the Company related to the filing of the Registration Statement, the authorization and issuance of the Securities and related matters, (iii) the Registration Statement and all exhibits thereto, (iv) the form of Warrant Agent Agreement to be entered into with Equinti, as warrant agent (the “Warrant Agent”), including the form of Common Stock Warrant contained therein, (v) the form of Underwriting Agreement to be entered into with the Underwriter, (vi) the form of the Underwriter Warrant, and (vii) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.

 

In making the foregoing examination we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the originals of such copies. As to all questions of fact material to this opinion, where such facts have not been independently established, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials.

 

We have assumed that the specific terms of the sale of Securities will be duly authorized by the Board of Directors of the Company, a duly authorized committee thereof or a person or body pursuant to an authorization granted in accordance with Section 152 of the General Corporation Law of the State of Delaware.

 

We do not express any opinion herein concerning any law other than the General Corporation Law of the State of Delaware.

 

Based upon the foregoing, and subject to the qualifications, assumptions, limitations and exceptions stated herein, we are of the opinion that:

 

1. Based upon the foregoing and subject to the qualifications and provisions set forth herein, we are of the opinion as of this date that the Warrants have been duly authorized by the Company and when executed, issued and delivered by the Company in accordance with the Warrant Agent Agreement and paid for as contemplated by the Underwriting Agreement and in a manner described in the Registration Statement, the Warrants will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

 

 

 

 

 

Bone Biologics Corporation

October 12, 2021

Page 3

 

 

2. Based upon the foregoing and subject to the qualifications and provisions set forth herein, we are of the opinion as of this date that the Underwriting Warrants have been duly authorized by the Company and when executed, issued and delivered by the Company in accordance with the Underwriting Agreement and in a manner described in the Registration Statement, the Underwriting Warrants will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

3. Based upon the foregoing and subject to the qualifications and provisions set forth herein, we are of the opinion as of this date that the Shares have been duly authorized by the Company and when issued by the Company against payment therefor in accordance with the Underwriting Agreement and in a manner described in the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

 

4. Based upon the foregoing and subject to the qualifications and provisions set forth herein, we are of the opinion as of this date that the Warrant Shares have been duly authorized by the Company, and assuming that the full consideration for each Warrant Share issuable upon exercise of the Warrants, as applicable, is received by the Company, and the Warrants, as applicable, (i) are exercised, in accordance with their terms, and (ii) are executed, issued and delivered by the Company in accordance with the Underwriting Agreement and in a manner described in the Registration Statement, the Warrant Shares will be validly issued, fully paid and nonassessable.

 

This opinion speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion that might affect the opinions expressed therein.

 

We hereby consent to the submission of this opinion to the Commission as an exhibit to the Registration Statement. We hereby also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. We do not admit in providing such consent that we are included within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder.

 

  Sincerely,
   
  /s/ TroyGould PC

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of our report dated April 15, 2021, relating to the consolidated financial statements of Bone Biologics Corporation as of December 31, 2020 and 2019 and for the years then ended which appear in Bone Biologics Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission on April 15, 2021. We also consent to the incorporation by reference to our firm under the caption “Experts” included in Amendment No.3 to the Registration Statement (Form S-1, No. 333-257484).

 

Weinberg & Company, P.A.

Los Angeles, California

October 12, 2021