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): June 24, 2016
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.) |
321 Columbus Ave. Boston, MA |
02116 | |
| (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 1.01. Entry into a Material Definitive Agreement.
On June 24, 2016, Bone Biologics Corporation (the “Company”) exercised its option (the “Option”) to distribute on an exclusive basis Sygnal™, a demineralized bone matrix being developed by the Musculoskeletal Transplant Foundation, Inc. (“MTF”). The Option was granted to the Company pursuant to the Agreement for the Distribution and Supply of Sygnal™ (the “Agreement”) between the Company and MTF dated February 24, 2016. As provided in the Agreement, the Company will issue 700,000 shares of its restricted common stock in connection with the exercise of the Option. Additionally, within 30 days of exercising the Option, MTF will provide the Company with a written proposal of a Definitive Agreement that includes, inter alia, certain Critical Terms described in the Agreement and those other commercially reasonable terms as agreed upon by the parties. The parties will fully negotiate in good faith all of the terms of the Definitive Agreement and any ancillary agreements thereto consistent with the Critical Terms.
Item 3.02. Unregistered Sales of Equity Securities
The discussion in Item 1.01 is hereby incorporated by reference.
The Shares will be issued in reliance of Section 4(a)(2) of the Securities Act of 1933, as amended. Such reliance was based upon the fact that the issuance of the Shares did not involve a public offering.
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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: June 28, 2016 | Bone Biologics Corporation | |
| By: | /s/ STEPHEN R. La NEVE | |
| Name: | Stephen R. La Neve | |
| Title: | Chief Executive Officer | |
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