As
filed with the Securities and Exchange Commission on October 7, 2022
Registration
Statement No. 333-267588
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 1
TO
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
Number) |
2
Burlington Woods Drive, Suite 100
Burlington,
MA 01803
(781)
552-4452
(Address
and telephone number of registrant’s principal executive offices)
Jeffrey
Frelick
Chief
Executive Officer
Bone
Biologics Corporation
2
Burlington Woods Drive, Suite 100
Burlington,
MA 01803
(781)
552-4452
(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
Tel.:
(310) 553-4441 |
|
Richard
A. Friedman, Esq.
Stephen
Cohen, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, NY 10112-0015
Tel.:
(212) 653-8700 |
Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after the effective date of this registration statement becomes 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, please 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(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 check mark 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. ☐
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 consists of: (i) one share of common stock, par value $0.001 per share; (ii) one Series A warrant
to purchase one share of Common Stock; (iii) one Series B warrant to purchase one share of Common Stock; and (iv) one Series C 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. 333-267588), initially filed
with the SEC by the Registrant on September 23, 2022 (as amended, the “Prior Registration Statement”) pursuant to the Securities
Act, which was declared effective by the SEC on October 6, 2022. 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 $1,308,000.22, 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.
EXHIBIT
INDEX
| * |
Previously
filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No 333-267588), initially
filed with the SEC on September 23, 2022 and incorporated by reference therein. |
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 7th day of October 2022.
| |
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
7, 2022 |
| Jeffrey
Frelick |
|
(principal
executive officer) |
|
|
| |
|
|
|
|
| * |
|
Chief
Financial Officer |
|
October
7, 2022 |
| Deina
H. Walsh |
|
(principal
financial and accounting officer) |
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
7, 2022 |
| Don
R. Hankey |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
7, 2022 |
| Bruce
Stroever |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
7, 2022 |
| Stephen
R. LaNeve |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
7, 2022 |
| Erick
Lucera |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
October
7, 2022 |
| Siddhesh
Angle |
|
|
|
|
| |
|
|
|
|
| /s/
Jeffrey Frelick |
|
|
|
October
7, 2022 |
| Attorney-in-Fact |
|
|
|
|
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. 03671-0001 |
| |
|
| |
October
7, 2022 |
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- 267588, 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 September 23, 2022, 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 $5,865,000 of units (“Units”), each Unit consisting of: (i) one share
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”) and (ii) one Series A warrant, one Series B warrant and one Series C warrant (collectively,
the “Common Stock Warrants”) to purchase one share of Common Stock (the “Common Stock Warrant Shares”) and (B)
a proposed maximum aggregate offering price of $305,998 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
7, 2022
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
7, 2022
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 this Registration Statement on Form S-1, pursuant to Rule 462(b) under the Securities Act
of 1933, as amended, of our report dated March 15, 2022 (which includes an explanatory paragraph regarding Bone Biologics Corporation’s
ability to continue as a going concern), relating to the consolidated financial statements of Bone Biologics Corporation as of December
31, 2021 and 2020, 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, 2021 filed with the Securities and Exchange Commission on March 15, 2022. We also consent to the reference to
our firm under the caption “Experts” in Amendment No. 2 to the Registration Statement on Form S-1 (Registration No. 333-267588)
of Bone Biologics Corporation.
/s/
Weinberg & Company, P.A.
Los
Angeles, California
October
7, 2022
Exhibit
107
CALCULATION
OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | |
Proposed
Maximum
Aggregate
Offering
Price(1)(7) | | |
Amount of
Registration Fee(1) | |
| Units(3) | |
$ | 865,000.35 | | |
$ | 95.32 | |
| Shares of Common Stock, par value $0.001 per share, included in the Units(4) | |
| | | |
| | |
| Series A Warrants included in the Units(8) | |
| | | |
| | |
| Series B Warrants included in the Units(9) | |
| | | |
| | |
| Series C Warrants included in the Units(10) | |
| | | |
| | |
| Shares of Common Stock underlying the Series A Warrants included in the Units(4) | |
$ | 138,000.41 | | |
$ | 15.21 | |
| Shares of Common Stock underlying the Series B Warrants included in the Units(4) | |
$ | 115,000.35 | | |
$ | 12.67 | |
| Shares of Common Stock underlying the Series C Warrants included in the Units(4) | |
$ | 184,000.55 | | |
$ | 20.28 | |
| Warrants to purchase common stock to be issued to the Underwriters(5)(6) | |
$ | - | | |
$ | - | |
| Common stock issuable upon exercise of warrants to purchase common stock to be issued to the Underwriters(5) | |
$ | 5,998.56 | | |
$ | 0.66 | |
| Total | |
$ | 1,308,000.22 | | |
$ | 144.14 | |
| Total Fees Previously Paid | |
| | | |
| 72.51 | |
| Net Fees Due | |
| | | |
$ | 71.63 | |
| (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 on a Registration
Statement on Form S-1, as amended (File No. 333-267588), which was declared effective by the Securities and Exchange Commission on
October 6, 2022. In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a
proposed maximum aggregate offering price of $1,308,000.22 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) |
Calculated
pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price of the securities registered hereunder
to be sold by the registrant. |
| (3) |
Each
Unit consists of: (i) one share of Common Stock; (ii) one Series A Warrant; (iii) one Series B Warrant and (iv) one Series C Warrant,
each whole warrant exercisable for one share of common stock. |
| (4)
|
Includes
up to an additional 15% of the number of shares of common stock that are part of the Units that the underwriters have the option
to purchase to cover over-allotments, if any. |
| (5) |
We
have agreed to issue to the underwriters, upon closing of this offering, Warrants to purchase 5% of the number of shares of common
stock sold in this offering. Resales of shares of common stock issuable upon exercise of the underwriters’ warrants are being
similarly registered on a delayed or continuous basis. We have calculated the proposed maximum aggregate offering price of the common
stock underlying the underwriters’ warrants by assuming that such warrants are exercisable at a price per share equal to 120%
of the price per share sold in this offering. |
| (6) |
No
fee required pursuant to Rule 457(g). |
| (7) |
Pursuant
to Rule 416 under the Securities Act, there is also being registered hereby such indeterminate number of additional shares of common
stock of the Registrant as may be issued or issuable because of stock splits, stock dividends, stock distributions, and similar transactions. |
| (8) |
Series
A Warrants are exercisable at a price per common share of $ 3.12. |
| (9) |
Series
B Warrants are exercisable at a price per common share of $ 2.60. |
| (10) |
Series
C Warrants are exercisable at a price per common share of $ 4.16. |
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.