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): April 8, 2017
BONE BIOLOGICS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | | 000-53078 | | 42-1743430 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | 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)) |
Item 1.02. Termination of a Material Definitive Agreement.
Effective January 8, 2016, the Company entered into separate Professional Services Agreements with each of Dr. Chia Soo, Dr. Eric Kang Ting and Dr. Ben Wu (collectively, the “Founders”). Pursuant to each of the Agreements, each Founder agreed to provide certain services to the Company, including providing strategic advice and strategic introductions to the Company’s management team as well as specific services set forth on an Exhibit to each Agreement. The Agreements are substantially identical. In consideration for the services to be rendered under the applicable Agreement, each Founder was granted a 10-year stock option (the “Options”) to purchase 1,800,364 shares of the Company’s common stock corresponding to 4% of the Company’s outstanding common stock, on a fully diluted basis, at an exercise price of $1.59 per share. Additionally, beginning January 1, 2017, the Company was to pay each Founder an annual consulting fee of $200,000 in cash or, at the option of the Company, in shares of its common stock valued as provided in the Agreement. On June 1, 2016, the Company agreed to issue to each Founder a 10-year stock option to purchase 33,105 shares of the Company’s common stock at an exercise price of $2.05 per share as an adjustment to amounts due under the Agreements. All options issued to the Founders under the Agreements immediately terminate if the Agreements are terminated for cause.
On December 13, 2016, the Company provided written notice to each of the Founders that it was terminating the Agreements for cause, indicating that absent cure of the material breach of the Agreements, termination of the Agreements was to be effective on January 12, 2017. Despite lengthy discussions with the Founders, and multiple extensions of the termination date to accommodate such discussions, the Company was unable to resolve the outstanding issues under the Agreements, and the Company provided notice that the Agreements were terminated, effective as of April 8, 2017. The Company recognizes the possibility that one or more of the Founders may contest the Company’s right to terminate the Agreements for cause.
Dr. Soo and Dr. Wu are directors of the Company, and Dr. Ting is on the Company’s Scientific Advisory Board. Each of the Advisors was involved in the founding of the Company.
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, which information is incorporated herein by reference.
| Exhibit No. | | Description |
| | | |
| 10.1 | | Bone Biologics Founder Termination Letter Soo effective April 8, 2017 |
| | | |
| 10.2 | | Bone Biologics Founder Termination Letter Wu effective April 8, 2017 |
| | | |
| 10.3 | | Bone Biologics Founder Termination Letter Ting effective April 8, 2017 |
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: April 11, 2017 | Bone Biologics Corporation |
| | | |
| | By: | /s/ STEPHEN R. LaNEVE |
| | Name: | Stephen R. LaNeve |
| | Title: | Chief Executive Officer |
