UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b)
(Amendment No. )*
BONE BIOLOGICS, CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
None
(CUSIP Number)
September 19, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13G
| CUSIP No. None |
| 1 | Names of reporting persons
Orthofix International N.V. | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Curacao | |||||
Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
-0- | ||||
| 6 | Shared voting power
1,909,908 | |||||
| 7 | Sole dispositive power
-0- | |||||
| 8 | Shared dispositive power
1,909,908 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
1,909,908 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares* ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
6.1%1 | |||||
| 12 | Type of reporting person*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| 1 | The percentage used above is calculated based on 31,431,816 shares of Common Stock outstanding, which includes 30,973,482 shares of Common Stock outstanding as of August 14, 2015, as reported in Bone Biologics’ Form 10-Q filed with the U.S. Securities and Exchange Commission on August 14, 2015, plus an additional 458,334 shares of Common Stock that the Reporting Persons (as defined in Item 2 below) have a right to acquire pursuant to exercisable warrants. |
13G
| CUSIP No. None |
| 1 | Names of reporting persons
Orthofix Holdings, Inc. | |||||
| 2 | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| 3 | SEC use only
| |||||
| 4 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with | 5 | Sole voting power
-0- | ||||
| 6 | Shared voting power
1,909,908 | |||||
| 7 | Sole dispositive power
-0- | |||||
| 8 | Shared dispositive power
1,909,908 | |||||
| 9 | Aggregate amount beneficially owned by each reporting person
1,909,908 | |||||
| 10 | Check if the aggregate amount in Row (9) excludes certain shares* ¨
| |||||
| 11 | Percent of class represented by amount in Row (9)
6.1%2 | |||||
| 12 | Type of reporting person*
CO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT. |
| 2 | The percentage used above is calculated based on 31,431,816 shares of Common Stock outstanding, which includes 30,973,482 shares of Common Stock outstanding as of August 14, 2015, as reported in Bone Biologics’ Form 10-Q filed with the U.S. Securities and Exchange Commission on August 14, 2015, plus an additional 458,334 shares of Common Stock that the Reporting Persons (as defined in Item 2 below) have a right to acquire pursuant to exercisable warrants. |
| Item 1(a) | Name of Issuer: |
Bone Biologics, Corp. (the “Company”).
| (b) | Address of Issuer’s Principal Executive Offices: |
175 May Street, Suite 400, Edison, NJ, 08837
| Item 2(a) | Name of Person Filing: |
This statement is jointly filed by and on behalf of each of Orthofix Holdings, Inc. (“Holdings”) and Orthofix International N.V. (“Orthofix International”, and together with Holdings, the “Reporting Persons”). Holdings is the direct beneficial owner of the securities covered by this statement. Orthofix International is the ultimate parent of Holdings, which is its indirect wholly-owned subsidiary, and may be deemed to beneficially own the securities beneficially owned by, Holdings. Holdings is a wholly-owned subsidiary of Victory Medical Limited, a company organized under the laws of England and Wales, which a wholly-owned subsidiary of Colgate Medical Limited, a company organized under the laws of England and Wales, which is a wholly-owned subsidiary of Orthofix Limited, a company organized under the laws of England and Wales, which is a wholly-owned subsidiary of Orthofix II B.V., a company organized under the laws of Netherland, which is the wholly-owned subsidiary of Orthofix International B.V., a company organized under the laws of Netherlands, which is the wholly-owned subsidiary of Orthofix International (collectively, the “Intermediary Subsidiaries”). Each of the Intermediary Subsidiaries may be deemed to beneficially own the securities beneficially owned by Holdings.
The Reporting Persons have entered into a Joint Filing Agreement, dated August 31, 2015, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
| (b) | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of Orthofix International is 7 Abraham de Veerstraat Curaçao.
The address of the principal business office of Holdings is 3451 Plano Parkway, Lewisville, Texas 75056.
| (c) | Citizenship: |
Orthofix International N.V. is organized under the laws of Curaçao.
Orthofix Holdings, Inc. is organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Common Stock
| (e) | CUSIP No.: |
None
| Item 3 | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: |
Not Applicable.
| Item 4 | Ownership: |
As of the date of this statement, the Reporting Persons beneficially own the following shares of the Company’s common stock:
| A. | Orthofix Holdings, Inc. |
| (a) | Amount beneficially owned: 1,909,908 |
| (b) | Percent of class: 6.1%3 |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: -0- |
| (ii) | Shared power to vote or direct the vote: 1,909,908 |
| (iii) | Sole power to dispose or direct the disposition: -0- |
| (iv) | Shared power to dispose or direct the disposition: 1,909,908 |
| B. | Orthofix International N.V. |
| (a) | Amount beneficially owned: 1,909,908 |
| (b) | Percent of class: 6.1%3 |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: -0- |
| (ii) | Shared power to vote or direct the vote: 1,909,908 |
| (iii) | Sole power to dispose or direct the disposition: -0- |
| (iv) | Shared power to dispose or direct the disposition: 1,909,908 |
| 3 | The percentage used above is calculated based on 31,431,816 shares of Common Stock outstanding, which includes 30,973,482 shares of Common Stock outstanding as of August 14, 2015, as reported in Bone Biologics’ Form 10-Q filed with the U.S. Securities and Exchange Commission on August 14, 2015, plus an additional 458,334 shares of Common Stock that the Reporting Persons (as defined in Item 2 below) have a right to acquire pursuant to exercisable warrants. |
| Item 5 | Ownership of Five Percent or Less of a Class: |
Not Applicable
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person: |
Not Applicable.
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
See the information disclosed in Item 2(a) above with regards to the Intermediary Subsidiaries.
| Item 8 | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9 | Notice of Dissolution of Group: |
Not applicable.
| Item 10 | Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 31, 2015
| Orthofix International N.V. | ||
| By: | /s/ Jeffrey M. Schumm | |
| Name: | Jeffrey M. Schumm | |
| Title: | Chief Administrative Officer, General Counsel and Corporate Secretary | |
| Orthofix Holdings, Inc. | ||
| By: | /s/ Jeffrey M. Schumm | |
| Name: | Jeffrey M. Schumm | |
| Title: | Chief Administrative Officer, General Counsel and Corporate Secretary | |
EXHIBIT INDEX
Exhibit | Description of Exhibit | |
| 99.1 | Joint Filing Agreement dated August 31, 2015. | |