UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 24, 2017

 

 

 

BONE BIOLOGICS CORPORATION

(Exact name of registrant as specified in its charter)

 

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

 

2 Burlington Woods Drive, Ste. 100

Burlington, MA

  01803
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (732) 661-2224

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 8.01. Other Events.

 

On July 24, 2016, Bone Biologics Corporation (the “Company”) issued a press release with respect to a possible private placement of the Company’s securities. The press release was issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

There is filed as part of this report the exhibit listed on the accompanying index to Exhibits.

 

  Exhibit No.   Description
       
  99.1   Press Release dated July 24, 2017 with respect to a possible private placement.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 24, 2017 Bone Biologics Corporation
     
  By: /s/ STEPHEN R. LaNEVE
  Name: Stephen R. LaNeve
  Title: Chief Executive Officer

 

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INDEX TO EXHIBITS

 

  Exhibit No.   Description
       
  99.1   Press Release dated July 24, 2017 with respect to a possible private placement.

 

4
 

 

EXHIBIT 99.1

 

BONE BIOLOGICS CORPORATION ANNOUNCES COMMENCEMENT

OF A PRIVATE PLACEMENT OF SECURITIES

 

Burlington, MA — July 24, 2017 — Bone Biologics Corporation (OTCBB: BBLG ), announced today that it has commenced a private offering of up to $10,000,000 of its securities. The securities will initially only be offered to persons who are either stockholders of the company or who are “accredited investors,” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The net offering proceeds will be used for working capital including to fund the further development of Nell-1 which is a recombinant human protein growth factor essential for normal bone development.

 

The securities will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

 

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the securities. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

 

Forward-Looking Statements

 

This press release contains forward-looking statements that reflect the Company’s current beliefs, expectations or intentions regarding future events. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “will,” “will be,” “anticipate,” “predict,” “continue,” “future,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to trading in the Company’s common stock on the OTCQB; the next phase of the Company’s development and testing work; the Company’s expectation about moving its technology forward and setting the stage for future growth and enhanced shareholder value; and the future need for regenerative bone solutions. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of the Company and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to: future revenues, expenditures, capital or other funding requirements, the adequacy of the Company’s current cash and working capital to fund present and planned operations and financing needs, expansion of and demand for product offerings, and the growth of the Company’s business and operations through acquisitions or otherwise, as well as future economic and other conditions both generally and in the Company’s specific geographic and product markets. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent current report on Form 10-K, filed with the Securities and Exchange Commission on March 30, 2017 and Form 10-Q, filed with the Securities and Exchange Commission on May 12, 2017. The Company anticipates that subsequent events and developments may cause their views and expectations to change. The Company assumes no obligation, and they specifically disclaim any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.