Document and Entity Information (USD $)	12 Months Ended
Document and Entity Information (USD $)	Dec. 31, 2014	Mar. 30, 2015	Jun. 30, 2014
Document And Entity Information
Entity Registrant Name	Bone Biologics, Corp.
Entity Central Index Key	0001419554
Document Type	10-K
Document Period End Date	Dec. 31, 2014
Amendment Flag	false
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		24,269,047
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2014

Consolidated Balance Sheets

Consolidated Balance Sheets (USD $)	Dec. 31, 2014	Dec. 31, 2013
Current assets
Cash	$ 2,661,396	$ 1,538
Prepaid expenses	89,517	10,767
Deferred transaction costs		75,000
Deferred financing fees	983,857
Other receivable - related party	75,000
Total current assets	3,809,770	87,305
Property and Equipment, net	11,621
Total assets	3,821,391	87,305
Current liabilities
Accounts payable and accrued expenses	215,389	1,525,604
Advances due to related party		41,300
Notes payable to related party	3,659,328	3,947,817
Notes payable, net of debt discount		180,690
Total current liabilities	3,874,717	5,695,411
Notes payable, net of debt discount	3,645,194
Total liabilities	7,519,911	5,695,411
Commitments and Contingencies
Stockholders' deficit
Preferred Stock, $0.001 par value per share; 20,000,000 shares authorized; none issued or outstanding at December 31, 2014 and 2013
Common stock, $0.001 par value per share; 100,000,000 shares authorized; 24,269,047 and 10,928,099 shares issued and outstanding at December 31, 2014 and 2013, respectively	24,269	10,928
Additional paid-in capital	8,315,128	1,994,470
Accumulated deficit	(12,037,917)	(7,613,504)
Total stockholders' deficit	(3,698,520)	(5,608,106)
Total liabilities and stockholders' deficit	$ 3,821,391	$ 87,305

Consolidated Balance Sheets (Parenthetical)

Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Preferred stock, no par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	24,269,047	10,928,099
Common stock, shares outstanding	24,269,047	10,928,099

Consolidated Statements of Operations

Consolidated Statements of Operations (USD $)	12 Months Ended
Consolidated Statements of Operations (USD $)	Dec. 31, 2014	Dec. 31, 2013
Income Statement [Abstract]
Revenues
Cost of revenues
Gross profit
Operating expenses
Research and development	623,522	188,236
General and administrative	1,509,306	483,749
Transaction costs	877,776
Total operating expenses	3,010,604	671,985
Loss from operations	(3,010,604)	(671,985)
Other expense
Other expense	(9,624)
Interest expense, net	(1,402,585)	(409,419)
Total other expense	(1,412,209)	(409,419)
Loss before provision for income taxes	(4,422,813)	(1,081,404)
Provision for income taxes	1,600	800
Net loss	$ (4,424,413)	$ (1,082,204)
Weighted average shares outstanding - basic and diluted	14,952,205	10,928,099
Loss per share - basic and diluted	$ (0.30)	$ (0.10)

Consolidated Statements of Stockholders' Deficit

Consolidated Statements of Stockholders' Deficit (USD $)	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2012	$ 10,928	$ 1,844,103	$ (6,531,301)	$ (4,676,270)
Balance, shares at Dec. 31, 2012	10,928,099
Warrants issued in connection with Bridge Notes		150,367		150,367
Stock Compensation
Net Loss			(1,082,203)	(1,082,204)
Balance at Dec. 31, 2013	10,928	1,994,470	(7,613,504)	(5,608,106)
Balance, shares at Dec. 31, 2013	10,928,099
Warrants issued in connection with Notes Payable		2,312,755		2,312,755
Issuance of common stock, net of issuance costs	500	479,500		480,000
Issuance of common stock, net of issuance costs, shares	500,000
Shares issued to existing AFH Acquisition X, Inc. shareholders	3,854	(3,854)
Shares issued to existing AFH Acquisition X, Inc. shareholders, shares	3,853,600
Debt converted into common shares	2,658	2,488,350		2,491,008
Debt converted into common shares, shares	2,658,234
Warrants issued for Services		787,266		787,266
Stock Compensation		256,641		256,641
Common shares issued for collateral on note payable	6,329			6,329
Common shares issued for collateral on note payable, shares	6,329,114
Net Loss			(4,424,413)	(4,424,413)
Balance at Dec. 31, 2014	$ 24,269	$ 8,315,128	$ (12,037,917)	$ (3,698,520)
Balance, shares at Dec. 31, 2014	24,269,047

Consolidated Statements of Cash Flows

Consolidated Statements of Cash Flows (USD $)	12 Months Ended
Consolidated Statements of Cash Flows (USD $)	Dec. 31, 2014	Dec. 31, 2013
Operating activities
Net loss	$ (4,424,413)	$ (1,082,204)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	280
Accrued interest expense	318,215	340,268
Debt discount amortization	437,115	67,104
Debt financing costs amortization	60,398
Warrants issued with Line of Credit	520,487
Stock-based compensation	256,642
Warrants issued to Consultants	379,349
Loss on sale of marketable securities	9,624
Transaction costs financed through notes payable	590,000
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(78,750)	(10,767)
Deferred financing costs	(543,401)	4,717
Other receivables - related party	(75,000)
Advances due to related party	(41,300)	41,300
Accounts payable and accrued expenses	(164,864)	114,217
Net cash (used in) operating activities	(2,755,618)	(525,365)
Investing activities
Purchase of furniture and equipment	(11,901)
Proceeds from sale of marketable securities	37,377
Net cash provided by investing activities	25,476
Financing activities
Proceeds from the issuance of common stock	480,000
Repayment of debt	(590,000)
Proceeds from issuance of notes payable - related party	553,371	524,533
Repayment of notes payable - related party	(303,371)
Proceeds from issuance of notes payable	5,250,000
Net cash provided by financing activities	5,390,000	524,533
Net increase (decrease) in cash	2,659,858	(832)
Cash, beginning of period	1,538	2,370
Cash, end of period	2,661,396	1,538
Supplemental non-cash information
Conversion of notes payable and accrued interest		129,717
Accrued transaction costs		2,047
Issuance of warrants in connection with Notes Payable, net of amortization included above	248,744	150,367
Issuance of warrants in payment of financing fees	21,738
Interest paid	72,014
Taxes paid	$ 1,600	$ 800

The Company

12 Months Ended

Dec. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

The Company

1. The Company

Bone Biologics, Corp. (“Bone” or the “Company”) was incorporated under the laws of the State of Delaware on October 18, 2007 as AFH Acquisition X, Inc. Pursuant to a Merger Agreement, dated September 19, 2014, Merger Sub merged with and into Bone Biologics Inc., 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, Corp.” to more accurately reflect the nature of its business, and Bone Biologics, Inc. became a wholly-owned subsidiary of the Company. Bone Biologics, Inc. was incorporated in California on March 9, 2004.

Bone is a biotechnology company that is currently focused on bone regeneration in spinal fusion using the recombinant human protein, known as UCB-1 (or “Nell-1”). The Nell-1 protein is an osteoinductive recombinant protein that provides target specific control over bone regeneration. The protein has been licensed exclusively for worldwide applications to Bone Biologics through a technology transfer from the University of California, Los Angeles (“UCLA”). Bone Biologics recently received guidance from the United States Food and Drug Administration (“FDA”) that Nell-1 will be classified as a combination product with a device lead.

The Company is a development stage entity. The production and marketing of the Company’s products and its ongoing research and development activities will be subject to extensive regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any drug developed by the Company must undergo rigorous preclinical (animal) and clinical (human) testing and an extensive regulatory approval process implemented by the FDA under the Food, Drug and Cosmetic Act. The Company has limited experience in conducting and managing the preclinical and clinical testing necessary to obtain regulatory approval. There can be no assurance that the Company will not encounter problems in clinical trials that will cause the Company or the FDA to delay or suspend clinical trials.

The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by the Company will not be challenged, invalidated, or circumvented, or that the rights granted thereunder will provide proprietary protection or competitive advantages to the Company.

Recapitalization

In connection with the Merger described above, the 5,000,000 outstanding shares of Common Stock of the Company prior to the Merger were consolidated into 3,853,600 shares of Common Stock and the remaining shares were cancelled.

Additionally, all of the issued and outstanding shares of Bone Biologics Inc.’s $0.0001 par value common stock converted into a combined total of 19,897,587 shares of the Company’s Common Stock (including 2,151,926 shares issuable upon the exercise of outstanding warrants and 5,648,658 shares issuable upon the conversion of debt). In exchange, Bone Biologics agreed to pay AFH Holding & Advisory, LLC (“AFH”) the principal sum of $590,000.

Going Concern and Liquidity

The Company has no significant operating history and, from March 9, 2004 (inception) to December 31, 2014, has generated a net loss of approximately $12 million. The Company will continue to incur significant expenses for development activities for their lead product Nell-1. Operating expenditures for the next twelve months are estimated at $3.6 million. The accompanying consolidated financial statements for the year ended December 31, 2014, have been prepared assuming the Company will continue as a going concern. In connection with the LOI (see Note 4), management intends to raise additional debt and/or equity financing to fund future operations and to provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company’s needs.

The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements and related notes include activities of the Company, and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates include warrants, stock options and income tax valuation allowances. Actual results could differ from those estimates.

Principles of consolidation

The consolidated financial statements include the accounts of the Company (and its wholly-owned subsidiary, Bone Biologics, Inc.). All significant intercompany transactions have been eliminated.

Fair Value of Financial Instruments

The Company’s financial instruments are accounts receivable, accounts payable, and notes payable. The recorded values of accounts receivable and accounts payable approximate their values based on their short term nature. Notes payable are recorded at their issue value or if warrants are attached at their issue value less the value of the warrant.

The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last is considered unobservable:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock.

Property and Equipment

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

Impairment of Long-Lived Assets

The long-lived assets held and used by the Company are reviewed for impairment no less frequently than annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the event that facts and circumstances indicate that the cost of any long-lived assets may be impaired, an evaluation of recoverability is performed. Management has determined that there was no impairment in the value of long-lived assets during the year ended December 31, 2014.

Research and Development Costs

Research and development costs include, but are not limited to, patents and license expenses, payroll and other personnel expenses, consultants, expenses incurred under agreements with contract research and manufacturing organizations and animal clinical investigative sites and the cost to manufacture clinical trial materials. Costs related to research, design and development of products are charged to research and development expense as incurred.

Patents and Licenses

In March 2006, the Company entered into an exclusive license agreement (“Exclusive License Agreement”), with UCLA for the worldwide application of the Nell-1 protein through a technology transfer. See Note 4 for commitments related to the Exclusive License Agreement. Patent expenses include costs to acquire the license of Nell -1, which was de minimus, and costs to file patent applications related to Nell-1.

Bone expenses the costs incurred to file patent applications, all costs related to abandoned patent applications and maintenance costs, and these costs are included in research and development expenses. Costs associated with licenses acquired to be able to use products from third parties prior to receipt of regulatory approval to market the related products are also expensed. The Company’s licensed technologies may have alternative future uses in that they are enabling (or platform) technologies that can be the basis for multiple products that would each target a specific indication. Costs of acquisition of licenses are expensed.

Deferred Financing and Transaction Costs

Deferred financing costs represent costs incurred in connection with the issuance of the convertible notes payable and private equity financing. Deferred financing costs related to the issuance of debt are being amortized over the term of the financing instrument using the effective interest method, while deferred financing costs from equity financings are netted against the gross proceeds received from the equity financings.

During the year ended December 31, 2014, the Company capitalized deferred financing costs of $401,118 in connection with the Extra Warrants issued to AFH (See Note 4) and $617,018 related to issuance of notes payable. Amortization of deferred financing costs was $60,398 and $-0- for the years ended December 31, 2014 and 2013, respectively.

Deferred transaction costs represent fees associated with the merger. All costs have been expensed as of the merger date.

Other receivables – related party

Other receivables – related party represent a receivable from AFH Holding & Advisory, a shareholder, for fees paid on their behalf for legal services.

Concentration of Credit Risk and Other Risks and Uncertainties

Cash balances are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. As of January 1, 2013, federal insurance coverage is $250,000 per depositor at each financial institution. A substantial majority of the Company’s cash and cash equivalent bank balances exceed federally insured limits.

Stock Based Compensation

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due and deferred taxes resulting from timing differences in recording of transactions for tax purposes and financial reporting purposes.

The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are received or settled. Valuation allowances are established when necessary to reduce deferred tax assets to amounts expected to be realized.

The accounting provisions related to uncertain income tax positions require the Company to determine whether any tax position in all open years meets a more likely than not threshold of being sustained upon examination by the applicable taxing authority. The Company did not have any changes to its liability for uncertain tax positions as at December 31, 2014 and 2013.

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No such amounts are accrued as of December 31, 2014 and 2013.

Loss per Common Share

The Company utilizes FASB ASC Topic No. 260, Earnings per Share. Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted loss per common share reflects the potential dilution that could occur if convertible debentures, options and warrants were to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity.

Since the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive in all periods presented, shares of common stock underlying these instruments have been excluded from the computation of loss per common share.

The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2014 and 2013:

	December 31,
	2014		2013
Warrants		7,023,464		634,300
Stock options		757,977		—
Convertible promissory notes		6,911,659		5,095,427
		14,693,100		5,729,727

New Accounting Standards

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements.

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended June 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company currently has no revenues and doesn’t expect any impact of adopting this guidance.

In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.” This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted this new standard for the year ending December 31, 2014.

- Definition

The entire disclosure for all significant accounting policies of the reporting entity.

+ References+ Details

Property and Equipment

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Property and Equipment

3. Property and Equipment

Property and equipment consist of the following at:

	December 31, 2014			December 31, 2013

Furniture and equipment	$	11,901		$	-
Less accumulated depreciation		(280	)		-
	$	11,621		$	-

Depreciation expense for the years December 31, 2014 and 2013 was $280 and $-0-, respectively.

- Definition

The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.

+ References+ Details

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2014

Payables and Accruals [Abstract]

Accounts Payable and Accrued Expenses

4. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	December 31, 2014		December 31, 2013

Interest expense	$	87,774	$	1,158,465
Professional services		119,776		114,849
Patents		-		85,412
Deferred compensation		-		90,199
Transaction costs		-		75,000
Payroll liabilities		7,839		1,679
	$	215,389	$	1,525,604

Commitments and Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

5. Commitments and Contingencies

Letter of Intent

In August of 2012, the Bone Biologics, Inc., along with its then majority owner and debt holder, MTF, entered into a Letter of Intent (“LOI”) with AFH to consummate a business combination through a share exchange, reverse merger, or other similar transactions resulting in the Company becoming a public entity (“The Transaction”). In August, 2013, the LOI was amended and restated, and on May 7, 2014, the LOI was again amended and restated. The Amended and Restated Letter of Intent dated May 7, 2014 (the “Amended LOI”) contemplates and defines the following events:

Consummation of Bridge Financings (“Closing I”)

In April 2013 and September 2013, the Company’s Board approved the Company to borrow up to an aggregate principal amount of $300,000 (April Bridge Financing) and $250,000 (September Bridge Financing) pursuant to the sale and issuance of convertible promissory notes and warrants to purchase common stock of the Company (collectively, the “Bridge Financings”). The note accrues interest at a rate of 12% per year and is payable each quarter. A warrant to purchase the Company’s common stock equal to 50% of the original principal amount at $1.00 per share was issued to each Bridge Financing participant. Principal and unpaid accrued interest may be converted into equity securities issued in the Company’s next equity financing in an aggregate amount of at least $2.5 million at a price equal to the price paid by investors in the next equity financing. On April 29, 2013 and on June 5, 2013, the Company borrowed $100,000 from MTF and $100,000 from Orthofix, Corp., respectively, under the April Bridge Financing. In September 2013, the Company borrowed $50,000 from AFH under the April Bridge Financing. In October 2013, the Company borrowed an additional $150,000 from Orthofix under the September Bridge Financing.

Consummation of Business Combination (“Closing II”)

Under the amended LOI, it was contemplated that the Company and its equity holders will consummate a share exchange, reverse merger, or other business combination, with a Delaware corporation publicly reporting pursuant to United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), or a private Delaware corporation (“Acquisition Co.”), either directly or indirectly through an affiliate. If the post-business combination entity is not already a corporation publicly reporting pursuant to the Exchange Act, AFH will assist the post business combination entity with the filing of an appropriate registration statement resulting in the Company becoming a public company (“PubCo”). The Company affected a merger on September 19, 2014 (See Note 1 Recapitalization). AFH received $590,000 in connection with the Business Combination.

Consummation of the Private Placement (“Closing III”)

Subsequent to Closing II, AFH will use its best efforts to assist PubCo in procuring one or more investors for a private financing, whether debt or equity, of up to $10.0 million. Such transaction is to include an over-allotment option of 15% at AFH’s discretion (the “Private Placement”). The Company closed on $1,000,000 in July 2014 and $5,000,000 of convertible debt in October 2014. At the consummation of Closing III, AFH Group shall be entitled to receive warrants to purchase up to 500,000 share of common stock of PubCo at the per share price of the shares offered in the Private Placement with a 5 year term and a cashless exercise provision (the “Extra Warrants”).

Consummation of the PIPE Transaction (“Closing IV”)

Subsequent to Closing III, AFH Advisory will use its best efforts to assist PubCo in procuring an investment bank (the “Bank”) to facilitate a private investment in public equity transaction in an amount between $8.0 million and $10.0 million through the sale of securities of PubCo (the “PIPE”). Such transaction will include a 15% over allotment at AFH and/or the Bank’s discretion. Such transaction is contingent upon the appointment of a Bank and filing appropriate forms with the Financial Industry Regulatory Authority, Corp. (“FINRA”).

Consummation of Initial Public Offering (“Closing V”)

Subsequent to Closing IV, AFH will assist PubCo in procuring a Bank to act as underwriter for an initial public offering in an amount of up to $40.0 million (the “Initial Public Offering”). The Initial Public Offering shall include a 15% over allotment option at AFH and/or the Bank’s discretion. Such a transaction is contingent upon the appointment of the Bank.

License Commitment

In connection with the Exclusive License Agreement, the Company is required to pay a royalty fee beginning in the first year of commercial sale of the licensed product equal to 3% of net sales on a quarterly basis with an annual minimum royalty of $25,000 for the life of the patent rights. In addition to the royalty fees, the Company is also required to pay UCLA a $10,000 annual maintenance fee, $50,000 upon FDA marketing approval and $25,000 upon first commercial sale.

On October 22, 2013, the Exclusive License Agreement was amended. The following additional fees will be due to UCLA i) 2% of the amount raised in the Private Placement or if the Private Placement did not close or was less than $2.5 million then a fee of $100,000 was due and payable by June 1, 2014, ii) $25,000 due upon closing of Phase 1 clinical trial and iii) $50,000 due upon closing of Phase 3 clinical trial. The Company paid the fee of $100,000 in June 2014.

Contingencies

The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

Indemnification

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

In accordance with its amended and restated certificate of incorporation and amended and restated bylaws, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date and the Company has a director and officer insurance policy that enables it to recover a portion of any amounts paid for future potential claims.

- Definition

The entire disclosure for commitments and contingencies.

+ References+ Details

Notes Payable to Related Party

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Notes Payable to Related Party

6. Notes Payable to Related Party

As of December 31, 2014 and 2013, the Company had a total of $3,747,102 and $5,095,427, respectively, of notes outstanding (principal and interest) including unamortized discount, with MTF a related party, which consisted of the following:

Note Type

Issue Date

Maturity
Date(1)

Interest Rate

December 31, 2014

December 31, 2013

Convertible Promissory Note

1/18/08

3/31/15

PRIME + 1 ½%

1,479,654

Promissory Note

11/4/08

3/31/15

PRIME + 3%

343,429

Promissory Note

3/17/09

3/31/15

PRIME + 8%

584,745

Promissory Note

8/24/09

3/31/15

LIBOR + 8%

23,193

Tranched Promissory Note

9/30/09

3/31/15

LIBOR + 8%

2,570,126

Bridge Note, net of discount

4/29/13

10/14/14

12%

94,280

New MTF Convertible Promissory Note

9/19/14

3/31/15

8.5%

3,747,102

5,095,427

Less: Accrued interest expense

87,774

1,147,610

Notes payable to related party, net of debt discount

3,659,328

3,947,817

(1)

As amended.

Accrued interest on the notes payable to related party of $87,774 and $1,147,610 is recorded in accrued expenses at December 31, 2014 and 2013, respectively.

Convertible Related Party Promissory Notes

The related party convertible promissory notes are considered hybrid instruments, which consist of a debt host instrument together with a conversion feature, thus giving the holder of a convertible note an option to convert into an equity instrument providing the holder a residual interest in the Company. The holder of a convertible promissory note also has the option to present its convertible promissory note to the Company and demand payment under the terms of the note after the maturity date or upon the occurrence of certain events such as the failure of the Company to make a payment on the note when due, bankruptcy or certain other liquidation events. The Company concluded that the convertible promissory notes would be accounted for as a typical debt instrument with related interest expense recorded in the Company’s statements of operations. The Company concluded that there is no beneficial conversion feature as of the date of issuance of the convertible notes. However, the note contains a contingent feature whereby the conversion rate may be lowered if a financing occurs at a lower rate than the note’s conversion rate. If the contingency is met and the conversion feature is determined to be “beneficial” in a future accounting period, an additional financing cost would be recorded for the beneficial conversion feature in the Company’s statements of operations at that time.

In January 2008, the Company issued a $1,107,000 convertible promissory note (“January 2008 Note”) to MTF in accordance with the Convertible Promissory Note dated January 18, 2008, as amended. This note’s principal and accrued interest was converted into Common Stock on September 19, 2014.

The Company issued promissory notes to MTF in November 2008 of $250,000 (“November 2008 Note”), in March 2009 of $400,000 (“March 2009 Note) and in August 2009 of $16,400 (August 2009 Note”). On September 19, 2014 these notes’ principal and accrued interest were consolidated into the New MTF Convertible Note.

In September 2009, the Company entered into a tranched promissory note with MTF (“Tranched Note”), allowing the Company to initially borrow up to $445,000 in a series of one or more tranches. The Tranched Note was subsequently amended which, among other things, increased the maximum advance amount to $2,090,000. The Company borrowed a total of $2,088,350 under the Tranched Note through September 19, 2014. This note’s principal and accrued interest was consolidated into the New MTF Convertible Note.

In May, 2014, the Company entered into a convertible promissory note with MTF (the “2014 Note”) for $250,000 with interest at 7% per annum compounded annually and a maturity date of June 15, 2015. In the event of a financing of not less than $1 million, the 2014 Note automatically converts into Equity Securities, as defined in the 2014 Note, at a 25% discount to the price paid per share in such financing. In connection with the 2014 Note, the Company issued a warrant to purchase 166,667 shares of the Company’s common stock at an exercise price of $1.50 per share and 4 year term (See Note 7). In July 2014, the 2014 Note and related warrants were assigned to Orthofix.

Upon consummation of the merger, the 2008 January Convertible Note was converted into 1,533,356 shares of common stock of the Company. Upon consummation of the merger, MTF also converted all their outstanding Series A and B Preferred Stock, 5,829,438 shares, into common stock.

Bridge Note

In April 2013 the Company borrowed $100,000 from MTF under the April Bridge Financing. The convertible promissory note accrued interest at a rate of 12% per year and payable per quarter. A warrant to purchase the Company’s common stock equal to 50% of the original principal amount divided by $1.00 was issued to the Bridge Financing participant. Principal and unpaid accrued interest may be converted into equity securities issued in the Company’s next equity financing in an aggregate amount of at least $2.5 million at a price equal to the price paid by investors in the next equity financing. In June 2014, the note held by MTF under the April Bridge Financing was amended to extend the maturity date to October 14, 2014. The note was converted into Common Stock on September 19, 2014.

MTF Short Term 2014 Loan

On September 15, 2014, Bone and MTF entered into a loan agreement and accompanying promissory note to fund the continued operations of Bone prior to the Merger. Pursuant to the MTF Short Term 2014 Loan, MTF has agreed to advance an initial $250,000 to Bone and, at Bone’s request and subject to the terms and conditions of the MTF Short Term 2014 Loan, to advance up to an additional $250,000 to Bone. The MTF Short Term 2014 Loan has an interest rate of eight and one-half percent (8.5%) accruing annually. The MTF Short Term 2014 Loan matures on the earlier to occur of (i) the date on which at least $1 million is loaned to or invested in the Company and (ii) December 31, 2014. In further consideration of the MTF 2014 Loan, Bone granted to MTF 625,000 warrants at a strike price of $1.62. On October 27, 2014 the balance was paid in full and the line of credit was cancelled.

New MTF Convertible Note

On September 19, 2014, the MTF 2008 and 2009 Promissory Notes and any related loan agreements, credit agreements, guarantee agreements or other agreements related to the MTF 2008 and 2009 Promissory Notes were cancelled and the Company issued MTF a convertible promissory note in the face amount of $3,659,328 (the “New MTF Convertible Note”). Pursuant to the terms of the New MTF Convertible Note, 50% of all principal and accrued and unpaid interest due under the New MTF Convertible Note will be converted into common stock of the Company upon the closing of the PIPE. The remainder of the New MTF Convertible Note, including all accrued and unpaid interest, will be converted upon consummation of the Initial Public Offering.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References+ Details

Notes Payable

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Notes Payable

7. Notes Payable

Convertible Notes Payable

The convertible promissory notes are considered hybrid instruments, which consist of a debt host instrument together with a conversion feature, thus giving the holder of a convertible note an option to convert into an equity instrument providing the holder a residual interest in the Company. The holder of a convertible promissory note also has the option to present its convertible promissory note to the Company and demand payment under the terms of the note after the maturity date or upon the occurrence of certain events such as the failure of the Company to make a payment on the note when due, bankruptcy or certain other liquidation events. The Company concluded that the convertible promissory notes would be accounted for as a typical debt instrument with related interest expense recorded in the Company’s statements of operations. The Company concluded that there is no beneficial conversion feature as of the date of issuance of the convertible notes.

Bridge Notes

In June 2013, the Company borrowed $100,000 from Orthofix, Corp. under the April Bridge Financing, and in September 2013 and October 2013 the Company borrowed $50,000 from AFH and an additional $150,000 from Orthofix, Corp. under the September Bridge Financing. The convertible promissory notes accrue interest at a rate of 12% per year and payable per quarter. A warrant to purchase the Company’s common stock equal to 50% of the original principal amount divided by $1.00 was issued to the Bridge Financing participant. Principal and unpaid accrued interest may be converted into equity securities issued in the Company’s next equity financing in an aggregate amount of at least $2.5 million at a price equal to the price paid by investors in the next equity financing. These notes were converted into Common Stock on September 19, 2014.

Orthofix Subsequent Financing

On July 1, 2014, (i) Orthofix purchased $500,000 worth of Bone Biologics Common Stock or the Subsequent Orthofix Shares; (ii) was issued the Subsequent Orthofix Convertible Promissory Notes in the principal amount of $500,000 (which includes the assignment of a $250,000 2014 note from MTF) and convertible into 666,666 worth of the Company’s Common Stock at $0.75 per share; and (iii) was issued the Subsequent Orthofix Warrants (including the assignment of warrants by MTF issued in connection with a 2014 note) which were exercisable for 333,334 shares of Bone Biologics Common Stock at an exercise price per share of $1.50 (the “Orthofix Subsequent Financing”). Upon subscribing for the Subsequent Orthofix Shares, the Subsequent Orthofix Convertible Promissory Notes and accrued interest converted into a combined total of 668,904 shares of Bone Biologics Common Stock in accordance with the terms of the Subsequent Orthofix Convertible Promissory Notes.

At the closing of the Subsequent Orthofix Shares and Notes, AFH Advisory was entitled to receive warrants to purchase up to 500,000 shares of Common Stock of the Company (See Note 7).

Secured Convertible Note and Warrant

On October 24, 2014, Bone issued a convertible promissory note in the amount of $5,000,000 (the “Convertible Note”) to Hankey Capital, LLC (“Hankey Capital”). The Convertible Note matures on October 24, 2017 (the “Maturity Date”) and bears interest at an annual rate of interest of the “prime rate” (as quoted in the “Money Rates” section of The Wall Street Journal) plus 4.0%, with a minimum rate of 8.5% per annum until maturity, with interest payable monthly in arrears. Prior to the Maturity Date, Hankey Capital has a right, in their sole discretion, to convert the Convertible Note into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a conversion rate equal to the greater of (i) $1.58 per share and (ii) 70% of the average daily price for the Common Stock as measured over the course of the 60 day period prior to the conversion.

The Convertible Note is secured by certain collateral shares of Common Stock issued by the Company in the name of Hankey Capital, in such amount so as to maintain a loan to value ratio of no greater than 50% (the “Collateral”). 6,329,114 shares were issued upon closing the Convertible Note. The number of shares in the Collateral shall be adjusted on a yearly basis. The shares representing the Collateral contain a restrictive legend. The Company shall seek to register the Collateral shares initially delivered on the date of the Convertible Note pursuant to the Registration Rights Agreement described below. Upon the effectiveness of such Registration Statement, the Company will remove the restrictive legends from the Collateral shares so long as Hankey Capital agrees in any event not to sell any Collateral shares if Hankey Capital is notified that the Registration Statement is no longer effective. Hankey Capital may hold the Collateral in any brokerage account of its choosing, but shall not transfer, sell or otherwise dispose of any Collateral, except during the existence of an Event of Default, as defined in the Convertible Note. The Convertible Note is further secured by collateral assignments of all the Company’s license agreements.

The principal amount of the loan is pre-payable in whole or in part at any time, without premium or penalty. Upon any voluntary partial prepayment of outstanding principal, Hankey Capital shall return Collateral shares to the Company in the amount necessary, if any, to maintain the loan to value ratio at no less than 50%. Upon a full payment of the outstanding principal, all Collateral shares shall be returned return and cancelled. Hankey Capital shall also return Collateral shares under the same terms in case of partial or full conversion of the Convertible Note.

The Company paid a commitment fee in the amount of 3% of the original principal amount of the loan ($150,000) to Hankey Capital. The Company intends to use the proceeds of the Convertible Note for working capital and general corporate purposes.

On October 24, 2014, the Company also issued a warrant to Hankey Capital for 3,955,697 shares of Common Stock at an exercise price per share of $1.58. The Warrant will expire on October 24, 2017. The Warrant also includes such other terms that are normal and customary for warrants of this type.

Registration Rights Agreement

On October 24, 2014, the Company entered into a Registration Rights Agreement with Hankey Capital, for certain demand registration rights and unlimited piggyback registration rights for the shares underlying the Convertible Note and the Warrant, and subject to an agreed lock up period. Pursuant to the Registration Rights Agreement, Hankey Capital may at any time request registration of their registrable shares. Within 30 days of such demand, the Company will provide written notice of such request to all other holders of registrable securities and will include in such registration all registrable shares with respect to which the Company has received written requests for inclusion within twenty-five (25) days after delivery of the Company’s notice. The Company has agreed to pay all registration expenses relating to up to three long-form registrations or short-form registrations for Hankey Capital.

Whenever the Company proposes to register any of its securities under the Securities Act (other than pursuant to a demand registration under the Registration Rights Agreement) and the registration form to be used may be used for the registration of any registrable shares, the Company will give prompt written notice to all holders of the registrable shares of its intention to effect such a registration and will include in such registration all registrable shares (in accordance with the priorities set forth in the Registration Rights Agreement) with respect to which the Company has received written requests for inclusion within fifteen (15) days after the delivery of the Company’s notice. Pursuant to Registration Rights Agreement, holders of registrable shares and the Company agree not to effect any public sale or distribution of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the six (6) months following, the effective date of the Company’s merger with Bone Biologics, Inc. on September 19, 2014.

On October 24, 2014, Forefront Capital was issued a warrant to purchase 126,582 shares of Common Stock upon completion of the Hankey Capital Convertible Note.

Stockholders' Equity

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Stockholders' Equity

8. Stockholders’ Equity

Preferred Stock

The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 20,000,000 shares of preferred stock. No shares have been issued.

Common Stock

The Company’s amended and restated certificate of incorporation authorizes the Company to issue a total of 100,000,000 shares of common stock. As of December 31, 2014, the Company had an aggregate of 24,269,047 shares of common stock outstanding.

In connection with the Convertible Note to Hankey Capital, Bone issued 6,329,114 common shares as collateral. (See Note 7)

Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared by the Board from inception through December 31, 2014.

Common Stock Warrants

As of December 31, 2014, the Company had outstanding unexercised common stock warrants as follows:

Date Issued	Exercise Price	Number of Shares

2006	$0.17		60,920
2009	$0.44		118,383
2010	$0.44		254,997
2013	$1.00		200,000
2014	$1.00 - $1.62		6,389,164

Total warrants at December 31, 2014			7,023,464

In connection with the Bridge Financings (see Notes 6 and 7), warrants were issued to purchase 200,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The warrants expire in seven years from issuance date and may be exercised for cash or, if the current market price of the Company’s common stock is greater than the per share exercise price, by surrender of a portion of the warrant in a cashless exercise. The initial fair value of the warrant was estimated at an aggregate value of $171,143 using the Black-Scholes option pricing model with a volatility of 109%, a risk free interest rate of 1.10% to 2.11%. The fair value on the warrants was recorded as a debt issuance cost and is being amortized to interest expense over the term of the note.

In connection with a 2014 MTF note, assigned to Orthofix in July 2014, the Company issued a warrant to purchase 166,667 shares of the Company’s common stock at an exercise price of $1.50 per share and 4 year term (See Note 7). The warrants had a fair value of $111,804, calculated using the Black-Scholes option pricing model with a volatility of 109%, a risk free interest rate of 0.79%.

In connection with the Orthofix Subsequent Financing, the Company issued a warrant to purchase 166,667 shares of the Company’s common stock at an exercise price of $1.50 per share and 4 year term (See Note 7). The warrants had a fair value of $116,164, calculated using the Black-Scholes option pricing model with a volatility of 100.83%, a risk free interest rate of 1.66%. The fair value on the warrants was recorded as a debt issuance cost and is being amortized to interest expense over the term of the note.

Extra Warrants

At the closing of the Subsequent Orthofix Shares and Notes, AFH Advisory was entitled to receive the 500,000 Extra Warrants. AFH Advisory has normal and customary piggyback registration rights with respect to the shares of Common Stock issuable upon exercise of the Extra Warrants. The warrants expire on February 2, 2020 and may be exercised for cash or, if the current market price of the Company’s common stock is greater than the per share exercise price, by surrender of a portion of the warrant in a cashless exercise. The initial fair value of the warrants was estimated at an aggregate value of $407,917, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 109.42%, risk-free interest rate of 2.17%, contractual term of 5 years and dividend yield of 0%. The warrants are classified as permanent equity.

Agent Warrants

Forefront or its designees will receive the Agent Warrant. Such Agent Warrant will be issued at the closing of the Private Placement and shall provide, among other things, that the Agent Warrant shall: (i) be exercisable at the price of the securities (or the exercise price of the securities) issued to the investors in the offering, (ii) expire five (5) years from the date of issuance, (iii) include customary registration rights, including the registration rights provided to the Investors, (iv) contain provisions for cashless exercise and (v) include such other terms that are normal and customary for warrants of this type. In addition, Forefront or its designees will receive an Advisory Warrant equal to 2.0% of the Company’s post-merger and financing fully diluted shares outstanding upon the closing of $2.5 million of investors on which Forefront is eligible to receive compensation.

Forefront was issued a warrant to purchase 46,667 shares of Common Stock at $1.00 per share upon completion of the Orthofix Subsequent Financing. The warrants expire in five years from issuance date and may be exercised for cash or, if the current market price of the Company’s common stock is greater than the per share exercise price, by surrender of a portion of the warrant in a cashless exercise. The initial fair value of the warrants was estimated at an aggregate value of $28,629, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 109.1%, risk-free interest rate of 0.39%, contractual term of 2.5 years and dividend yield of 0%.

Forefront was issued a warrant to purchase 126,582 shares of Common Stock at $1.00 per share upon completion of the Hankey Capital Secured Term Note. The warrants expire in five years from issuance date and may be exercised for cash or, if the current market price of the Company’s common stock is greater than the per share exercise price, by surrender of a portion of the warrant in a cashless exercise. The initial fair value of the warrants was estimated at an aggregate value of $197,441, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 101.05%, risk-free interest rate of 1.52%, contractual term of 5 years and dividend yield of 0%.

MTF Short Term 2014 Loan

In further consideration of the MTF 2014 Loan, Bone granted to MTF 625,000 warrants at a strike price of $1.62. The warrants expire in seven years from issuance date and may be exercised for cash or, if the current market price of the Company’s common stock is greater than the per share exercise price, by surrender of a portion of the warrant in a cashless exercise. The initial fair value of the warrants was estimated at an aggregate value of $520,487, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 113.7%, risk-free interest rate of 0.0117%, contractual term of seven years and dividend yield of 0%. The fair value on the warrants was recorded as a debt issuance cost and amortized to interest expense over the term of the note. For the year ended December 31, 2014, $520,487 of the debt issuance costs was amortized to interest expense as the Note is payable on demand.

Warrants issued to Consultants

On July 11, 2014, the Company granted warrants to purchase up to 12,625 shares of Common Stock of at a strike price of $0.00 per share, with a 4 year term to a consultant. The initial fair value of the warrant was estimated at an aggregate value of $12,625, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 100.77%, risk-free interest rate of 1.28%, contractual term of 4 years and dividend yield of 0%. The fair value on the warrant was recorded as general and administrative expense upon issuance.

On September 19, 2014, the Company granted warrants to purchase up to 3% of the Company’s fully diluted shares of common stock outstanding as of the date of closing of the Merger totaling 699,671 shares of Common Stock of at a strike price of $1.00 per share, with a 7 year term to a consultant. The warrant will vest over a two-year period from the effective date, with 33.33% of the shares subject to the warrant becoming vested and exercisable on the date that the consulting agreement is executed, 33.33% of the shares subject to the option becoming vested and exercisable on the date that is twelve (12) months after the effective date, and 33.34% of the shares subject to the warrant vesting and becoming exercisable on the date that is twenty four (24) months after the effective date. The initial fair value of the warrant was estimated at an aggregate value of $614,049, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 113.7%, risk-free interest rate of 2.29%, contractual term of 7 years and dividend yield of 0%. The fair value on the warrant was recorded as general and administrative expense and amortized over the term of the agreement. As of December 31, 2014, total unrecognized consulting cost related to unvested warrants was $324,532. The cost is expected to be recognized over a weighted average period of 1.75 years.

On September 30, 2014, the Company granted warrants to purchase up to 89,588 shares of Common Stock of at a strike price of $1.00 per share, with a 7 year term to a consultant. The initial fair value of the warrants was estimated at an aggregate value of $77,207, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 108.9%, risk-free interest rate of 2.20%, contractual term of 7 years and dividend yield of 0%. The fair value on the warrant was recorded as general and administrative expense upon issuance.

Secured Term Note and Warrant

In connection with the Hankey Capital Secured Term Note, the Company issued a warrant for 3,955,697 shares of Common Stock at an exercise price per share of $1.58. The Warrant will expire on October 24, 2017. The initial relative fair value of the warrants was estimated at a relative value of $1,434,000, using the Black-Scholes option pricing model with the following assumptions at the date of issuance: expected volatility of 96.77%, risk-free interest rate of 0.82%, contractual term of 3 years and dividend yield of 0%. The fair value on the warrants was recorded as a debt discount and amortized to interest expense over the term of the note.

The total debt discount costs related to our outstanding debt was for the years ended December 31, 2014 and 2013, $437,115 and $67,104, respectively. These costs were amortized to interest expense. The unamortized debt discount at December 31, 2014 was $1,354,806. The cost is expected to be recognized over a period of 2.75 years. The unamortized debt discount at December 31, 2013 was $83,263.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Stock-Based Compensation

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

9. Stock-based Compensation

2014 Stock Option Plan

2,642,898 shares of our common stock have been initially authorized and reserved for issuance under our 2014 Stock Plan as option awards. This reserve may be increased by the Board on January 1, 2015 and each subsequent anniversary through January 1, 2024 by up to the number of shares of stock equal to 5% of the number of shares of stock issued and outstanding on the immediately preceding December 31. Appropriate adjustments will be made in the number of authorized shares and other numerical limits in our 2014 Stock Option Plan and in outstanding awards to prevent dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares subject to awards granted under our 2014 Stock Option Plan which expire, are repurchased or are cancelled or forfeited will again become available for issuance under our 2014 Stock Option Plan. The shares available will not be reduced by awards settled in cash. Shares withheld to satisfy tax withholding obligations will not again become available for grant. The gross number of shares issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares available under our 2014 Stock Option Plan.

Awards may be granted under our 2014 Stock Option Plan to our employees, including officers, director or consultants, and our present or future affiliated entities. While we may grant incentive stock options only to employees, we may grant non-statutory stock options, stock appreciation rights, restricted stock purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based awards or other stock based awards to any eligible participant.

The 2014 Stock Option Plan will be administered by our compensation committee. Subject to the provisions of our 2014 Stock Option Plan, the compensation committee determines, in its discretion, the persons to whom, and the times at which, awards are granted, as well as the size, terms and conditions of each award. All awards are evidenced by a written agreement between us and the holder of the award. The compensation committee has the authority to construe and interpret the terms of our 2014 Stock Option Plan and awards granted under our 2014 Stock Option Plan.

During the year ended December 31, 2014 and 2013, the Company had stock-based compensation expense of $323,510 and $-0-, respectively, related to issuances to the Company’s employees and directors, included in reported net loss. The total amount of stock-based compensation for the year ended December 31, 2014 and 2013, related solely to the issuance of stock options.

A summary of stock option activity for the year ended December 31, 2014, is presented below:

	Number of Shares		Weighted Average		Weighted
	Remaining		Exercise		Average		Intrinsic
Subject to Exercise	Options		Price		Life (Years)		Value
Outstanding as of January 1, 2014		-	$	-		-		-
Granted – 2014		757,977		1.00		7.69
Forfeited – 2014		-	$	-		-		-
Exercised – 2014		-	$	-		-		-
Outstanding as of December 31, 2014		757,977	$	1.00		7.69		-

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (i.e., the difference between our closing stock price on the respective date and the exercise price, times the number of shares) that would have been received by the option holders had all option holders exercised their options. There have not been any options exercised during the years ended December 31, 2014 and 2013.

All options that the Company granted during the year ended December 31, 2014, were granted at the per share fair value on the grant date. Vesting of options differs based on the terms of each option. The Company has valued the options at their date of grant utilizing the Black Scholes option pricing model. As of the issuance of these consolidated financial statements, there was not an active public market for the Company’s shares. Accordingly, the fair value of the underlying options was determined based on the historical volatility data of similar companies, considering the industry, products and market capitalization of such other entities. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with an equivalent term approximating the expected life of the options as calculated using the simplified method. The expected life of the options used was based on the contractual life of the option granted. Stock-based compensation is a non-cash expense because we settle these obligations by issuing shares of our common stock from our authorized shares instead of settling such obligations with cash payments.

The Company utilized the Black-Scholes option pricing model. The assumptions used for the year ended December 31, 2014 are as follows:

		December 31, 2014
Risk free interest rate		1.83%-1.84%
Expected life (in years)		4.5 to 6
Expected Volatility		96.64%-98.7%
Expected dividend yield		0%

A summary of the changes in the Company’s non-vested options during the year ended December 31, 2014, is as follows:

	Number of Non-vested Options		Weighted Average Fair Value at Grant Date		Intrinsic Value

Non-vested at January 1, 2014		-	$	-		-
Vested in year ended December 31, 2014		256,508	$	0.73		-
Non-vested at December 31, 2014		501,469	$	0.73		-
Exercisable at December 31, 2014		256,508	$	0.73		-
Outstanding at December 31, 2014		757,977	$	0.73		-

As of December 31, 2014, total unrecognized compensation cost related to unvested stock options was $297,148. The cost is expected to be recognized over a weighted average period of 1.75 years.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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Income Taxes

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

10. Income Taxes

The provision for income taxes consists of the following:

Year Ended December 31,	2014		2013

Current:
Federal	$	-	$	-
State		1,600		800

Total current		1,600		800

Deferred:
Federal		-		-
State		-		-

Total deferred		-		-

Provision for income taxes	$	1,600	$	800

The components of deferred tax assets and liabilities consist of the following:

December 31,	2014			2013

Deferred tax assets
Net operating losses	$	2,631,000		$	1,866,000
Patents		326,000			560,000
Accrued expenses		952,000			550,000
R&D credits		85,000			57,000
Warrants		765,000			45,000

Total		4,759,000			3,078,000

Less: Valuation allowance		(4,759,000	)		(3,078,000	)

	$	-		$	-

The Company’s federal and state net operating loss carryfowards at December 31, 2014 and 2013 were approximately $6,638,000 and $4,681, 000, respectively, and will begin to expire in 2020 if not utilized.

The Company reviews its deferred tax assets for realization based upon historical taxable income, prudent and feasible tax planning strategies, the expected timing of the reversals of existing temporary differences and expected future taxable income. The Company has concluded that it is more likely than not that the deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation allowance against the net deferred tax assets in the amount of $4,759,000 at December 31, 2014. The net change in the valuation allowance for the year ended December 31, 2014 was $1,680,000.

The effective tax rate differs from the statutory tax rate principally due to the change in valuation allowance, nondeductible permanent differences, credits, and state income taxes.

The Company’s effective tax rate is 0% for income tax for the years ended December 31, 2014 and 2013. Based on the weight of available evidence, including cumulative losses since inception and expected future losses, the Company has determined that it is more likely than not that the deferred tax asset amount will not be realized and therefore a valuation allowance has been provided on net deferred tax assets.

The Company files tax returns for U.S. Federal and State of California. The Company is not currently subject to any income tax examinations. Since the Company’s inception, the Company had incurred losses from operations, which generally allows all tax years to remain open.

Uncertain Tax Positions

The Company recognizes the consolidated financial statement effects of a tax position when it becomes more likely than not, based upon the technical merits, that the position will be sustained upon examination.

The Company recognizes interest and/or penalties related to uncertain tax positions. To the extent accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected in the period that such determination is made. The interest and penalties are recognized as other expense and not tax expense. The Company currently has no interest and penalties related to uncertain tax positions.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Related Party Transactions

12 Months Ended

Dec. 31, 2014

Related Party Transactions

11. Related Party Transactions

In September 2006, the Company entered into a consulting agreement with one of its stockholders whom previously served as chairman, president and CEO of the Company. The Company paid $178,597 and $120,000, respectively, for the years ended December 31, 2014 and 2013 in consulting fees to this related party. Additionally, on September 19, 2014 the Company issued a warrant to purchase 699,671 shares of the Company’s common stock. (See Note 8)

One of the Company’s co-founders had previously provided research and development consulting services to the Company and earned an aggregate of $320,000 of fees from inception to January 2010. Of the $320,000, $52,500 has been deferred for payment until the Company’s next equity financing. As of December 31, 2013, the $52,500 deferred payment was included in the accrued expenses. On October 27, 2014 the deferred payment was fully paid.

In September 2013 the Company entered into a consulting agreement with MTF for the services of Michael Schuler. Immediately following the Merger, the Company entered into a consulting agreement with MTF, which has agreed to provide the services of Mr. Schuler to the Company as a contractor. Pursuant to the agreement, Mr. Schuler will serve as the Company’s Interim Chief Executive Officer for a period of 6 months. The agreement shall automatically renew for successive three (3) month periods unless either party provides written notice to the other party at least 10 days in advance of the renewal term of its decision not to renew the term. The agreement is intended to be temporary in nature, and will cease once the Company retains a permanent Chief Executive Officer. There are no payments due to MTF or Mr. Schuler with respect to any change in control of the Company or termination of the consulting agreement. For the year ended December 31, 2014, the Company recognized $47,500 of expense related to this contract.

See Note 6 for related party notes payable to MTF.

See Note 12 for related party transactions with AFH

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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Transaction Costs

12 Months Ended

Dec. 31, 2014

Transaction Costs

Transaction Costs

12. Transaction Costs

The Company paid (i) AFH $500,000 (the “Shell Cost”) to allow Bone Biologic Inc. stockholders to acquire shares of common stock of the Company and become the majority owners in the aggregate of the Company and to achieve the desired post-merger capitalization of the Company and to (ii) reimbursed AFH Advisory for its advancement of expenses on behalf of the Company related to the Merger and a public offering of $90,000. These Transaction Costs have been recorded as an expense in the accompanying statement of operations in the period in which they were incurred. Additional transaction costs included accounting, legal and other professional services. Other receivables – related party represent a $75,000 receivable from AFH, a shareholder, for fees paid on their behalf for legal services.

Subsequent Events

12 Months Ended

Dec. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

13. Subsequent Events

On February 29, 2015, the Company terminated its consulting contract with T.O. Medical. As per the contract they were provided a 90 day notice and all warrants issued became fully vested.

On February 15, 2015 our agreement with Forefront Capital expired without renewal.

The Company has evaluated subsequent events through March 30, 2015, the date which the consolidated financial statements were available to be issued. There were no additional subsequent events noted that would require adjustment to or disclosure in these consolidated financial statements.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Principles of Consolidation

Principles of consolidation

The consolidated financial statements include the accounts of the Company (and its wholly-owned subsidiary, Bone Biologics, Inc.). All significant intercompany transactions have been eliminated.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Level 1: Quoted prices in active markets for identical assets or liabilities.

Property and Equipment

Property and Equipment

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Research and Development Costs

Research and Development Costs

Patents and Licenses

Patents and Licenses

Deferred Financing and Transaction Costs

Deferred Financing and Transaction Costs

Other Receivables - Related Party

Other receivables – related party

Other receivables – related party represent a receivable from AFH Holding & Advisory, a shareholder, for fees paid on their behalf for legal services.

Concentration of Credit Risk and Other Risks and Uncertainties

Concentration of Credit Risk and Other Risks and Uncertainties

Stock Based Compensation

Stock Based Compensation

Income Taxes

Income Taxes

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. No such amounts are accrued as of December 31, 2014 and 2013.

Loss per Common Share

Loss per Common Share

The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2014 and 2013:

	December 31,
	2014		2013
Warrants		7,023,464		634,300
Stock options		757,977		—
Convertible promissory notes		6,911,659		5,095,427
		14,693,100		5,729,727

New Accounting Standards

New Accounting Standards

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following sets forth the number of shares of common stock underlying outstanding options, warrants, and convertible debt as of December 31, 2014 and 2013:

	December 31,
	2014		2013
Warrants		7,023,464		634,300
Stock options		757,977		—
Convertible promissory notes		6,911,659		5,095,427
		14,693,100		5,729,727

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2014

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following at:

	December 31, 2014			December 31, 2013

Furniture and equipment	$	11,901		$	-
Less accumulated depreciation		(280	)		-
	$	11,621		$	-

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2014

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	December 31, 2014		December 31, 2013

Interest expense	$	87,774	$	1,158,465
Professional services		119,776		114,849
Patents		-		85,412
Deferred compensation		-		90,199
Transaction costs		-		75,000
Payroll liabilities		7,839		1,679
	$	215,389	$	1,525,604

Notes Payable to Related Party (Tables)

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Notes Outstanding (Principal and Interest) Including Unamortized Discount, with Mtf Related Party

Note Type	Issue Date	Maturity Date(1)	Interest Rate	December 31, 2014		December 31, 2013

Convertible Promissory Note	1/18/08	3/31/15	PRIME + 1 ½%	$	-	$	1,479,654
Promissory Note	11/4/08	3/31/15	PRIME + 3%		-		343,429
Promissory Note	3/17/09	3/31/15	PRIME + 8%		-		584,745
Promissory Note	8/24/09	3/31/15	LIBOR + 8%		-		23,193
Tranched Promissory Note	9/30/09	3/31/15	LIBOR + 8%		-		2,570,126
Bridge Note, net of discount	4/29/13	10/14/14	12%		-		94,280
New MTF Convertible Promissory Note	9/19/14	3/31/15	8.5%		3,747,102
					3,747,102		5,095,427
Less: Accrued interest expense					87,774		1,147,610
Notes payable to related party, net of debt discount				$	3,659,328	$	3,947,817

(1)

As amended.

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2014

Equity [Abstract]

Schedule of Outstanding Unexercised Common Stock Warrants

As of December 31, 2014, the Company had outstanding unexercised common stock warrants as follows:

Date Issued	Exercise Price	Number of Shares

2006	$0.17		60,920
2009	$0.44		118,383
2010	$0.44		254,997
2013	$1.00		200,000
2014	$1.00 - $1.62		6,389,164

Total warrants at December 31, 2014			7,023,464

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Stock Option Activity

A summary of stock option activity for the year ended December 31, 2014, is presented below:

	Number of Shares		Weighted Average		Weighted
	Remaining		Exercise		Average		Intrinsic
Subject to Exercise	Options		Price		Life (Years)		Value
Outstanding as of January 1, 2014		-	$	-		-		-
Granted – 2014		757,977		1.00		7.69
Forfeited – 2014		-	$	-		-		-
Exercised – 2014		-	$	-		-		-
Outstanding as of December 31, 2014		757,977	$	1.00		7.69		-

Schedule of Assumptions Using Black-Scholes Option Pricing Model

The Company utilized the Black-Scholes option pricing model. The assumptions used for the year ended December 31, 2014 are as follows:

		December 31, 2014
Risk free interest rate		1.83%-1.84%
Expected life (in years)		4.5 to 6
Expected Volatility		96.64%-98.7%
Expected dividend yield		0%

Schedule of Non-Vested Options

A summary of the changes in the Company’s non-vested options during the year ended December 31, 2014, is as follows:

	Number of Non-vested Options		Weighted Average Fair Value at Grant Date		Intrinsic Value

Non-vested at January 1, 2014		-	$	-		-
Vested in year ended December 31, 2014		256,508	$	0.73		-
Non-vested at December 31, 2014		501,469	$	0.73		-
Exercisable at December 31, 2014		256,508	$	0.73		-
Outstanding at December 31, 2014		757,977	$	0.73		-

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Schedule of Provision for Income Taxes

The provision for income taxes consists of the following:

Year Ended December 31,	2014		2013

Current:
Federal	$	-	$	-
State		1,600		800

Total current		1,600		800

Deferred:
Federal		-		-
State		-		-

Total deferred		-		-

Provision for income taxes	$	1,600	$	800

Schedule of Deferred Tax Assets and Liabilities

The components of deferred tax assets and liabilities consist of the following:

December 31,	2014			2013

Deferred tax assets
Net operating losses	$	2,631,000		$	1,866,000
Patents		326,000			560,000
Accrued expenses		952,000			550,000
R&D credits		85,000			57,000
Warrants		765,000			45,000

Total		4,759,000			3,078,000

Less: Valuation allowance		(4,759,000	)		(3,078,000	)

	$	-		$	-

The Company (Details Narrative)

The Company (Details Narrative) (USD $)	12 Months Ended		130 Months Ended
The Company (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014
Common stock outstanding shares	5,000,000		5,000,000
Common stock remaining shares	3,853,600		3,853,600
Common stock issued and outstanding per share value	$ 0.001	$ 0.001	$ 0.001
Estimated operating expenditure for next twelve months	$ 3,600,000		$ 3,600,000
Net income loss	(4,424,413)	(1,082,204)	12,000,000
Bone Biologics Inc [Member]
Common stock issued and outstanding per share value	$ 0.0001		$ 0.0001
Common stock converted combined number of share	19,897,587
Number of outstanding warrants issuable shares	2,151,926
Number of conversion of debt issuable shares	5,648,658
Payment to acquisition of asset value	$ 590,000

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Summary of Significant Accounting Policies (Details Narrative)

Summary of Significant Accounting Policies (Details Narrative) (USD $)	12 Months Ended				12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014 AFH [Member]	Dec. 31, 2012 Depositor [Member]	Dec. 31, 2014 Minimum [Member]	Dec. 31, 2014 Maximum [Member]
Estimated useful lives of property and equipment					3 years	7 years
Deferred financing costs	$ 983,857		$ 401,118
Issuance of notes payable	617,018
Debt financing costs amortization	60,398
Federal insurance coverage cost				$ 250,000

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details)

Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share	14,693,100	5,729,727
Warrants [Member]
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share	7,023,464	634,300
Stock Options [Member]
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share	757,977
Convertible Promissory Notes [Member]
Anti-dilutive securities outstanding excluded from computation of diluted net loss per share	6,911,659	5,095,427

- Definition

Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.

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Property and Equipment (Details Narrative)

Property and Equipment (Details Narrative) (USD $)	12 Months Ended
Property and Equipment (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Abstract]
Depreciation	$ 280

Property and Equipment - Schedule of Property and Equipment (Details)

Property and Equipment - Schedule of Property and Equipment (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Property and equipment, Net	$ 11,621
Furniture and Equipment [Member]
Furniture and equipment	11,901
Less accumulated depreciation	(280)
Property and equipment, Net	$ 11,621

Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details)

Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Payables and Accruals [Abstract]
Interest expense	$ 87,774	$ 1,158,465
Professional services	119,776	114,849
Patents		85,412
Deferred compensation		90,199
Transaction costs		75,000
Payroll liabilities	7,839	1,679
Total Accounts Payable and Accrued Expenses	$ 215,389	$ 1,525,604

- Definition

Carrying value as of the balance sheet date of obligations incurred and payable for statutory payroll taxes incurred through that date and withheld from employees pertaining to services received from them, including entity's matching share of the employees FICA taxes and contributions to the state and federal unemployment insurance programs. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

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- Definition

Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

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- Definition

Carrying value as of the balance sheet date of obligations incurred through that date and payable arising from transactions not otherwise specified in the taxonomy. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

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Commitments and Contingencies (Details Narrative)

Commitments and Contingencies (Details Narrative) (USD $)			12 Months Ended				12 Months Ended
	Oct. 31, 2014	Jul. 31, 2014	Dec. 31, 2014 License Agreement [Member]	Dec. 31, 2014 License Agreement [Member] UCLA [Member] October 22, 2013 [Member]	Dec. 31, 2014 License Agreement [Member] UCLA [Member] October 22, 2013 [Member]	Dec. 31, 2014 Phase 1 Clinical Trial [Member]	Dec. 31, 2014 Phase 3 Clinical Trial [Member]	Dec. 31, 2014 PIPE [Member] Bank [Member] Minimum [Member]	Dec. 31, 2014 PIPE [Member] Bank [Member] Maximum [Member]	Dec. 31, 2014 AFH [Member]	Dec. 31, 2014 AFH [Member] PIPE [Member]	Dec. 31, 2014 Investors [Member] PIPE [Member]	Dec. 31, 2014 Bridge Financing [Member]	Sep. 30, 2013 Bridge Financing [Member]	Apr. 30, 2013 Bridge Financing [Member]	Dec. 31, 2013 Bridge Financing [Member] AFH [Member]	Apr. 29, 2013 Bridge Financing [Member] MTF [Member]	Oct. 31, 2013 Bridge Financing [Member] Orthofix, Corp. [Member]	Jun. 05, 2013 Bridge Financing [Member] Orthofix, Corp. [Member]
Principal amount														$ 250,000	$ 300,000		$ 100,000	$ 150,000	$ 100,000
Note accrued interest rate													12.00%
Percentage of warrants issued to purchase common stock													50.00%
Original principal amount price per share													$ 1.00
Equity securities issued amount													2,500,000
Business acquisition purchase price																50,000
Private financing debt equity												10,000,000
Convertible debt	5,000,000	1,000,000
Percentage of over allotment option										15.00%	15.00%	15.00%
Public equity transaction in an amount								8,000,000	10,000,000
Initial public offering amount										40,000,000
Issuance of warrants to purchase of common stock											500,000
Warrants term											5 years
Payment to acquisition of asset value										590,000
Notes payable						25,000	50,000
Percentage of sale of the licensed product equal			3.00%
Annual minimum royalty for life of the patent rights			25,000
Payment of UCLA annual maintenance fee			10,000	2,500,000
Food and drug administration marketing approval			50,000
Due from private placements					100,000
Commercial sale amount			25,000
Percentage amount raised of private placement				2.00%
License commitment fee due date				Jul. 01, 2014
License commitment fee							$ 100,000

Notes Payable to Related Party (Details Narrative)

Notes Payable to Related Party (Details Narrative) (USD $)

12 Months Ended

1 Months Ended

12 Months Ended

0 Months Ended

Dec. 31, 2014

Dec. 31, 2013

Apr. 30, 2013

MTF [Member]

Dec. 31, 2014

Series A and B Convertible Preferred Stock [Member]

Dec. 31, 2014

2008 January Convertible Promissory Note [Member]

Jan. 31, 2008

2008 January Convertible Promissory Note [Member]

Nov. 30, 2008

November 2008 Convertible Promissory Note [Member]

Mar. 31, 2009

November 2008 Convertible Promissory Note [Member]

Aug. 31, 2009

August 2009 Convertible Promissory Note [Member]

Dec. 31, 2014

Tranched Promissory Note [Member]

Dec. 31, 2013

Tranched Promissory Note [Member]

Sep. 30, 2009

Tranched Promissory Note [Member]

May 31, 2014

2014 Convertible Promissory Note [Member]

Dec. 31, 2014

2014 Convertible Promissory Note [Member]

Warrant [Member]

Dec. 31, 2014

Convertible Promissory Note [Member]

Dec. 31, 2013

Convertible Promissory Note [Member]

Sep. 15, 2014

MTF Short Term 2014 Loan [Member]

Sep. 19, 2014

MTF Convertible Note [Member]

Notes outstanding (principal and interest) including unamortized discount

$ 3,747,102

$ 5,095,427

Accrued interest on the notes payable to related party

87,774

1,147,610

Debt instrument face amount

1,107,000

250,000

400,000

16,400

445,000

250,000

3,659,328

Interest Rate, description

LIBOR + 8%

7% per annum compounded annually

PRIME + 1½%

eight and one-half percent (8.5%) accruing annually

Notes, interest rate

12.00%

Maturity Date

Mar. 31, 2015

^[1]

Mar. 31, 2015

^[1]

Jun. 15, 2015

Mar. 31, 2015

^[1]

Mar. 31, 2015

^[1]

Debt conversion, shares issued

1,533,356

Warrant to purchase shares of common stock

166,667

Exercise Price of Warrants

$ 1.50

$ 1.62

Debt instrument maximum borrowing amount

2,090,000

250,000

Debt instrument amount outstanding

100,000

2,088,350

250,000

Maximum financing limit amount

1,000,000

Debt discount percentage

25.00%

Warrant term

4 years

Conversion of stock, shares issued

5,829,438

Warrant purchased, percentage of original principal amount numerator

50.00%

Per share amount issued to participant

$ 1.00

Equity financing, minimum aggregate amount

2,500,000

Notes payable to related party

$ 3,659,328

$ 3,947,817

Warrants included in connection with Notes

625,000

Percentage of principal, accrued and unpaid interest of note converted into common stock

50.00%

[1]	(1) As amended.

Notes Payable to Related Party - Notes Outstanding (Principal and Interest) Including Unamortized Discount, with MTF Related Party (Details)

Notes Payable to Related Party - Notes Outstanding (Principal and Interest) Including Unamortized Discount, with MTF Related Party (Details) (USD $)

12 Months Ended

Dec. 31, 2014

Dec. 31, 2013

Convertible Promissory Note

$ 1,479,654

Promissory Note

180,690

Notes payable, Gross

3,747,102

5,095,427

Less: Accrued interest expense

87,774

1,147,610

Notes payable to related party, net of debt discount

3,659,328

3,947,817

Promissory Note One [Member]

Issue Date

Nov. 04, 2008

Maturity Date

Mar. 31, 2015

^[1]

Mar. 31, 2015

^[1]

Interest Rate

PRIME + 3%

Promissory Note

343,429

Promissory Note Two [Member]

Issue Date

Mar. 17, 2009

Maturity Date

Mar. 31, 2015

^[1]

Mar. 31, 2015

^[1]

Interest Rate

PRIME + 8%

Promissory Note

584,745

Promissory Note Three [Member]

Issue Date

Aug. 24, 2009

Maturity Date

Mar. 31, 2015

^[1]

Mar. 31, 2015

^[1]

Interest Rate

LIBOR + 8%

Promissory Note

23,193

Tranched Promissory Note [Member]

Issue Date

Sep. 30, 2009

Maturity Date

Mar. 31, 2015

^[1]

Mar. 31, 2015

^[1]

Interest Rate

LIBOR + 8%

Promissory Note

2,570,126

New MTF Convertible Promissory Note [Member]

Issue Date

Sep. 19, 2014

Maturity Date

Mar. 31, 2015

^[1]

Mar. 31, 2015

^[1]

Interest Rate

8.5%

Convertible Promissory Note

3,747,102

Bridge Note Net of Discount [Member]

Issue Date

Apr. 29, 2013

Maturity Date

Oct. 14, 2014

^[1]

Oct. 14, 2014

^[1]

Interest Rate

12%

Promissory Note

$ 94,280

Convertible Promissory Note [Member]

Issue Date

Jan. 18, 2008

Maturity Date

Mar. 31, 2015

^[1]

Mar. 31, 2015

^[1]

Interest Rate

PRIME + 1½%

[1]	(1) As amended.

- Definition

Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

+ References+ Details

- Definition

The amount for notes payable (written promise to pay), due to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

+ References+ Details

Notes Payable (Details Narrative)

Notes Payable (Details Narrative) (USD $)

12 Months Ended

1 Months Ended

12 Months Ended

0 Months Ended

Dec. 31, 2014

Dec. 31, 2013

Dec. 31, 2014

Convertible Promissory Note [Member]

Dec. 31, 2013

Convertible Promissory Note [Member]

May 31, 2014

2014 Convertible Promissory Note [Member]

Dec. 31, 2014

2014 Convertible Promissory Note [Member]

Warrant [Member]

Dec. 31, 2014

Orthofix Subsequent Financing [Member]

Dec. 31, 2014

MTF Short Term 2014 Loan [Member]

Dec. 31, 2014

Subsequent Orthofix Convertible Promissory Notes [Member]

Dec. 31, 2014

Orthofix Subsequent Financing [Member]

Dec. 31, 2014

Orthofix Subsequent Financing [Member]

MTF Short Term 2014 Loan [Member]

Jul. 31, 2014

Orthofix, Corp. [Member]

Jun. 30, 2013

Orthofix, Corp. [Member]

April Bridge Financing [Member]

Oct. 31, 2013

Orthofix, Corp. [Member]

September Bridge Financing [Member]

Sep. 30, 2013

AFH Acquisition X, Inc [Member]

Dec. 31, 2014

AFH Advisory [Member]

Oct. 24, 2014

Hankey Capital, LLC [Member]

Oct. 24, 2014

Hankey Capital, LLC [Member]

Convertible Note [Member]

Oct. 24, 2014

Hankey Capital, LLC [Member]

Convertible Note [Member]

Maximum [Member]

Oct. 24, 2014

Hankey Capital, LLC [Member]

Convertible Note [Member]

Prime Rate [Member]

Oct. 24, 2014

Forefront [Member]

Short term borrowing

$ 100,000

$ 150,000

$ 50,000

Debt interest rate

12.00%

Warrant purchased, percentage of original principal amount numerator

50.00%

Per share amount issued to participant

$ 1.00

$ 1.50

Equity financing, minimum aggregate amount

2,500,000

Warrant to purchase shares of common stock

166,667

500,000

166,667

333,334

166,667

500,000

3,955,697

126,582

Debt instrument face amount

250,000

500,000

250,000

Debt conversion, shares issued

666,666

668,904

Debt instrument conversation price per share

$ 0.75

$ 0.001

$ 1.58

Warrant exercise price

$ 1.50

$ 1.62

$ 1.50

$ 1.58

Convertible promissory note amount

1,479,654

5,000,000

Debt maturity date

Mar. 31, 2015

^[1]

Mar. 31, 2015

^[1]

Jun. 15, 2015

Oct. 24, 2017

Debt instrument interest rate, minimum

4.00%

Debt instrument interest rate, maximum

8.50%

Percentage of average daily price of common stock measured

70.00%

Debt instrument common stock price conversation period

60 days

Loan for collateral value ratio percentage

50.00%

Number of common stock shares issued for lending

6,329,114

Percentage of commitment fee paid

3.00%

Loan commitment fee amount

$ 150,000

Warrant expiration date

Oct. 24, 2017

[1]	(1) As amended.

Stockholders' Equity (Details Narrative)

Stockholders' Equity (Details Narrative) (USD $)	12 Months Ended		0 Months Ended			12 Months Ended						12 Months Ended			1 Months Ended	12 Months Ended
Stockholders' Equity (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013	Sep. 30, 2014 Consultants [Member]	Sep. 19, 2014 Consultants [Member]	Jul. 11, 2014 Consultants [Member]	Dec. 31, 2014 Consultants [Member]	Dec. 31, 2014 MTF Short Term 2014 Loan [Member]	Dec. 31, 2014 Extra Warrants [Member]	Dec. 31, 2014 Bridge Financings [Member]	Dec. 31, 2014 Orthofix Subsequent Financing [Member]	Dec. 31, 2014 Orthofix Subsequent Financing [Member] MTF Short Term 2014 Loan [Member]	Dec. 31, 2014 Secured Term Note and Warrant [Member]	Dec. 31, 2014 Hankey Capital, LLC [Member]	Oct. 24, 2014 Hankey Capital, LLC [Member]	Jul. 31, 2014 Orthofix, Corp. [Member]	Dec. 31, 2014 Agent Warrants [Member]	Dec. 31, 2014 Hankey Capital Secured Term Note [Member]
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	24,269,047	10,928,099
Common shares issued for collateral on loan, shares													6,329,114
Issuance of warrants to purchase of common stock			89,588		12,625				200,000	166,667	333,334	3,955,697		3,955,697	166,667	46,667	126,582
Warrant exercise price			$ 1.00		$ 0.00		$ 1.62		$ 1.00	$ 1.50	$ 1.50	$ 1.58		$ 1.58	$ 1.50	$ 1.00	$ 1.00
Warrant expiration period			7 years	7 years	4 years				7 years	4 years					4 years
Fair value of warrants			$ 77,207	$ 614,049	$ 12,625		$ 520,487	$ 407,917	$ 171,143	$ 116,164		$ 1,434,000			$ 111,804	$ 28,629	$ 197,441
Expected volatility rate			108.90%	113.70%	100.77%		113.70%	109.42%	109.00%	100.83%		96.77%			109.00%	109.10%	101.05%
Risk-free interest rate minimum									1.10%
Risk-free interest rate maximum									2.11%
Risk free interest rate			2.20%	2.29%	1.28%		0.0117%	2.17%		1.66%		0.82%			0.79%	0.39%	1.52%
Issuance of warrant							625,000	500,000
Warrants expiration date								Feb. 02, 2020				Oct. 24, 2017
Contractual term			7 years	7 years	4 years			5 years				3 years				2 years 6 months	5 years
Dividend yield			0.00%	0.00%	0.00%		0.00%	0.00%				0.00%				0.00%	0.00%
Warrant expiration term																5 years	5 years
Percentage of advisory warrant received																2.00%
Forefront receive compensation	256,642															2,500,000
Debt issuance costs	520,487
Percentage of warrants to purchase of diluted shares of common stock				3.00%
Issuance of common stock shares of merger				699,671
Common stock price per share				$ 1.00
Warrant vested period				2 years
Percentage of shares into warrant vested and exercisable				33.33%
Stock options description				The warrant will vest over a two-year period from the effective date, with 33.33% of the shares subject to the warrant becoming vested and exercisable on the date that the consulting agreement is executed, 33.33% of the shares subject to the option becoming vested and exercisable on the date that is twelve (12) months after the effective date, and 33.34% of the shares subject to the warrant vesting and becoming exercisable on the date that is twenty four (24) months after the effective date.
Unrecognized consulting cost related to unvested warrants						324,532
Cost is expected to recongnized over a weighted average period	2 years 9 months					1 year 9 months
Debt discount cost related outstanding debt	437,115	67,104
Unamortized debt discount	$ 1,354,806	$ 83,263

Stockholders' Equity - Schedule of Outstanding Unexercised Common Stock Warrants (Details)

Stockholders' Equity - Schedule of Outstanding Unexercised Common Stock Warrants (Details) (USD $)	12 Months Ended
	Dec. 31, 2014
Number of Shares	757,977
Unexercised Common Stock Warrants [Member]
Number of Shares	7,023,464
2006 [Member] \| Unexercised Common Stock Warrants [Member]
Exercise Price	$ 0.17
Number of Shares	60,920
2009 [Member] \| Unexercised Common Stock Warrants [Member]
Exercise Price	$ 0.44
Number of Shares	118,383
2010 [Member] \| Unexercised Common Stock Warrants [Member]
Exercise Price	$ 0.44
Number of Shares	254,997
2013 [Member] \| Unexercised Common Stock Warrants [Member]
Exercise Price	$ 1.00
Number of Shares	200,000
2014 [Member] \| Unexercised Common Stock Warrants [Member]
Number of Shares	6,389,164
2014 [Member] \| Unexercised Common Stock Warrants [Member] \| Minimum [Member]
Exercise Price	$ 1.00
2014 [Member] \| Unexercised Common Stock Warrants [Member] \| Maximum [Member]
Exercise Price	$ 1.62

Stock-Based Compensation (Details Narrative)

Stock-Based Compensation (Details Narrative) (USD $)	12 Months Ended
Stock-Based Compensation (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Percentage of stock issued and outstanding	5.00%
Stock-based compensation expense	$ 256,642
Unrecognized compensation cost related to unvested stock options	297,148
Weighted average period	1 year 9 months
Employees and Directors [Member]
Stock-based compensation expense	$ 323,510
2014 Stock Option Plan [Member]
Shares authorized and reserved for issuance	2,642,898

Stock-Based Compensation - Schedule of Stock Option Activity (Details)

Stock-Based Compensation - Schedule of Stock Option Activity (Details) (USD $)	12 Months Ended
	Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Number of Shares Remaining Options Outstanding, Beginning balance
Number of Shares Remaining Options, Granted - 2014	757,977
Number of Shares Remaining Options, Forfeited - 2014
Number of Shares Remaining Options, Exercised - 2014
Number of Shares Remaining Options Outstanding, Ending balance	757,977
Weighted Average Exercise Price, Outstanding, Beginning
Weighted Average Exercise Price, Granted - 2014	$ 1.00
Weighted Average Exercise Price, Forfeited - 2014
Weighted Average Exercise Price, Exercised - 2014
Weighted Average Exercise Price, Outstanding, Ending	$ 1.00
Weighted Average Life (Years), Granted	7 years 8 months 9 days
Weighted Average Life (Years), Outstanding	7 years 8 months 9 days
Intrinsic Value, Share Outstanding
Intrinsic Value, Share Ending

Stock-Based Compensation - Schedule of Assumptions Using Black-Scholes option pricing model (Details)

Stock-Based Compensation - Schedule of Assumptions Using Black-Scholes option pricing model (Details)	12 Months Ended
	Dec. 31, 2014
Minimum [Member]
Weighted average risk free interest rate	1.83%
Weighted average life (in years)	4 years 6 months
Volatility	96.64%
Expected dividend yield	0.00%
Maximum [Member]
Weighted average risk free interest rate	1.84%
Weighted average life (in years)	6 years
Volatility	98.70%
Expected dividend yield	0.00%

Stock-Based Compensation - Schedule of Non-Vested Options (Details)

Stock-Based Compensation - Schedule of Non-Vested Options (Details) (USD $)	12 Months Ended
	Dec. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Number of Non-vested Options Outstanding, Beginning
Number of Non-vested Options, Vested	256,508
Number of Non-vested Options, Ending	501,469
Number of Non-vested Options, Exercisable	256,508
Number of Non-vested Options, Outstanding	757,977
Weighted Average Fair Value at Grant Date, Outstanding, Beginning balance
Weighted Average Fair Value at Grant Date, Vested	$ 0.73
Weighted Average Fair Value at Grant Date, Outstanding, Ending balance	$ 0.73
Weighted Average Fair Value at Grant Date, Exercisable	$ 0.73
Weighted Average Fair Value at Grant Date, Outstanding	$ 0.73
Intrinsic Value, Outstanding, Beginning balance
Intrinsic Value, Outstanding, Ending balance

Income Taxes (Details Narrative)

Income Taxes (Details Narrative) (USD $)	12 Months Ended
Income Taxes (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 6,638,000	$ 4,681,000
Deferred tax assets valuation allowance	4,759,000	3,078,000
Deferred tax asset changes in valuation allowance	$ 1,680,000
Effective tax rate	0.00%	0.00%

Income Taxes - Schedule of Provision for Income Taxes (Details)

Income Taxes - Schedule of Provision for Income Taxes (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Federal
State	1,600	800
Total current	1,600	800
Federal
State
Total deferred
Provision for income taxes	$ 1,600	$ 800

- Definition

Amount of current federal tax expense (benefit) pertaining to income (loss) from continuing operations.

+ References+ Details

- Definition

Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations.

+ References+ Details

- Definition

Amount of current state and local tax expense (benefit) pertaining to income (loss) from continuing operations.

+ References+ Details

- Definition

Amount of deferred federal income tax expense (benefit) pertaining to income (loss) from continuing operations.

+ References+ Details

- Definition

Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.

+ References+ Details

- Definition

Amount of deferred state and local tax expense (benefit) pertaining to income (loss) from continuing operations.

+ References+ Details

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details)

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Net operating losses	$ 2,631,000	$ 1,866,000
Patents	326,000	560,000
Accrued expenses	952,000	550,000
R&D credits	85,000	57,000
Warrants	765,000	45,000
Total	4,759,000	3,078,000
Less: Valuation allowance	(4,759,000)	(3,078,000)
Deferred tax assets	$ 0	$ 0

Related Party Transactions (Details Narrative)

Related Party Transactions (Details Narrative) (USD $)	0 Months Ended	12 Months Ended
Related Party Transactions (Details Narrative) (USD $)	Sep. 19, 2014	Dec. 31, 2014	Dec. 31, 2013
Related Party Transactions [Abstract]
Consulting fees for related party		$ 178,597	$ 120,000
Warrant issued during period for purchase common stock	699,671
Research and development consulting services		320,000
Deferred for payment until next equity financing		320,000	52,500
Deferred payment included in accrued expenses		52,500	52,500
Related party expense		$ 47,500

- Definition

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.

+ References+ Details

Transaction Costs (Details Narrative)

Transaction Costs (Details Narrative) (USD $)			12 Months Ended
Transaction Costs (Details Narrative) (USD $)	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014 AFH Advisory [Member]
Payment of acquisition cost			$ 500,000
Payments for merger and public offering cost			90,000
Other receivable - related party	$ 75,000