BONE BIOLOGICS CORPORATION (OTCMKTS:BBLG) Files An 8-K Termination of a Material Definitive Agreement
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). to
each of the Agreements, each Founder agreed to provide certain
services to the Company, including providing strategic advice and
strategic introductions to the Companys 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 Companys common stock
corresponding to 4% of the Companys 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 Companys 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 Companys right to terminate the
Agreements for cause.
Dr. Soo and Dr. Wu are directors of the Company, and Dr. Ting is
on the Companys 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 |
About BONE BIOLOGICS CORPORATION (OTCMKTS:BBLG)
Bone Biologics Corporation is a biotechnology company. The Company is focused on bone regeneration in spinal fusion using the recombinant human protein, known as NELL-1/DBX. The NELL-1/DBX combination product is an osteoinductive recombinant protein that provides target specific control over bone regeneration. The Company’s platform technology has application in the surgical specialties of spinal, orthopedic, general orthopedic, plastic reconstruction, neurosurgery, interventional radiology and sports medicine. The Company’s platform technology is UCB-1, a skeletal specific growth factor used in combination with DBX, a demineralized bone matrix from Musculoskeletal Transplant Foundation (MTF). Together, with DBX, or alone, NELL-1 provides regulation over skeletal tissue formation and stem cell differentiation during bone regeneration. The NELL-1/DBX Fusion Device will consist of a single dose vial of NELL-1 recombinant protein freeze dried onto DBX. BONE BIOLOGICS CORPORATION (OTCMKTS:BBLG) Recent Trading Information
BONE BIOLOGICS CORPORATION (OTCMKTS:BBLG) closed its last trading session 00.00 at 1.90 with 150 shares trading hands.