On May 9, 2017, Bellerophon Therapeutics, Inc. (the Company)
entered into a Securities Purchase Agreement (the Purchase
Agreement) with a single institutional investor (the Investor)
for the sale by the Company of 2,000,000 shares (the Common
Shares) of the Companys common stock, par value $0.01 per share
(the Common Stock), at a purchase price of $1.50 per share.
Concurrently with the sale of the Common Shares, to the Purchase
Agreement the Company also sold warrants to purchase up to an
aggregate of 1,000,000 shares of Common Stock (the Warrants). The
aggregate gross proceeds for the sale of the Common Shares and
Warrants will be approximately $3.0 million. Subject to certain
ownership limitations, the Warrants will be initially exercisable
commencing six months from the issuance date at an exercise price
equal to $1.50 per full share of Common Stock, subject to
adjustments as provided under the terms of the Warrants. The
Warrants are exercisable for five years from the initial exercise
date. The closing of the sales of these securities under the
Purchase Agreement is expected to occur on or about May 15, 2017.

The net proceeds to the Company from the transactions, after
deducting the placement agents fees and expenses (not including
the Wainwright Warrants, as defined below), the Companys
estimated offering expenses, and excluding the proceeds, if any,
from the exercise of the Warrants, are expected to be
approximately $2.7 million. The Company intends to use the net
proceeds from the transactions for general corporate purposes,
including manufacturing expenses, clinical trial expenses,
research and development expenses and general and administrative
expenses.

The Common Shares (but not the Warrants or shares issuable upon
exercise of the Warrants) were offered and sold by the Company to
an effective shelf registration statement on Form S-3, which was
originally filed with the Securities and Exchange Commission (the
SEC) on May 5, 2016 and subsequently declared effective on May
23, 2016 (File No. 333-211166) (the Registration Statement). The
Company will file a prospectus supplement and the accompanying
prospectus in connection with the sale of the Common Shares.

The Warrants and the shares issuable upon exercise of the
Warrants are being sold and issued without registration under the
Securities Act of 1933 (the Securities Act) in reliance on the
exemptions provided by Section 4(a)(2) of the Securities Act as
transactions not involving a public offering and Rule 506
promulgated under the Securities Act as sales to accredited
investors, and in reliance on similar exemptions under applicable
state laws.

The representations, warranties and covenants contained in the
Purchase Agreement were made solely for the benefit of the
parties to the Purchase Agreement. In addition, such
representations, warranties and covenants (i) are intended as a
way of allocating the risk between the parties to the Purchase
Agreement and not as statements of fact, and (ii) may apply
standards of materiality in a way that is different from what may
be viewed as material by stockholders of, or other investors in,
the Company. Accordingly, the Purchase Agreement is included with
this filing only to provide investors with information regarding
the terms of the transactions, and not to provide investors with
any other factual information regarding the Company. Stockholders
should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual
state of facts or condition of the Company or any of its
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations and warranties may change
after the date of the Purchase Agreement, which subsequent
information may or may not be fully reflected in public
disclosures.

The Company also entered into an engagement letter (the
Engagement Letter) with H.C. Wainwright Co., LLC (Wainwright) May
9, 2017, to which Wainwright agreed to serve as exclusive
placement agent for the issuance and sale of the Common Shares
and Warrants. The Company has agreed to pay Wainwright an
aggregate fee equal to 7% of the gross proceeds received by the
Company from the sale of the securities in the transactions. to
the Engagement Letter, the Company also agreed to grant to
Wainwright or its designees warrants to purchase up to 3% of the
aggregate number of shares sold in the transactions (the
Wainwright Warrants). The Engagement Letter has indemnity and
other customary provisions for transactions of this nature. The
Wainwright Warrants have substantially the same terms as the
Warrants, except that the exercise price of the Wainwright
Warrants equals $1.875 per share and the term of the Warrants is
five years. The Wainwright Warrants and the shares issuable upon
exercise of the Wainwright Warrants will be issued in reliance on
the exemption from registration provided by Section 4(a)(2) of
the Securities Act as transactions not involving a public
offering and in reliance on similar exemptions under applicable
state laws. The Company will also pay Wainwright a reimbursement
for non-accountable expenses of $50,000.

The forms of the Purchase Agreement and the Warrant, as well as
the Engagement Letter are filed as Exhibits 10.1, 4.1 and 10.2,
respectively, to this Current Report on Form 8-K. The foregoing
summaries of the terms of these documents are subject to, and
qualified in their entirety by, such documents, which are
incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 – Entry Into a
Material Definitive Agreement related to the Warrants and the
Wainwright Warrants is incorporated herein by reference.

Item 8.01. Other Events.

On May 10, 2017, the Company issued a press release regarding the
transactions described above under Item 1.01 of this Current
Report on Form 8-K. A copy of the press release is attached
hereto as

Exhibit 99.1 and is incorporated herein by reference.

The information in this Items 8.01 of this Current Report on Form
8-K, including Exhibit 99.1 attached hereto, shall not be deemed
filed for purposes of Section 18 of the United States Securities
Exchange Act of 1934 (the Exchange Act) or otherwise subject to
the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the United States
Securities Act of 1933 or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.