BONE BIOLOGICS CORPORATION (OTCMKTS:BBLG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On August 18, 2017, to a Note Purchase Agreement, the Company issued to Hankey Capital, LLC (“Hankey Capital”) a secured convertible promissory note in the amount of $700,000 (the “Convertible Note”). The Convertible Note matures on December 31, 2017 (the “Maturity Date”) and bears interest at an annual rate of interest of 8.5% per annum until maturity. Prior to the Maturity Date, Hankey Capital has a right, in its sole discretion, to convert the Convertible Note into shares of the Company’s common stock (the “Conversion Shares”), at a conversion rate equal to $1.00 per share. In the event of a financing resulting in gross proceeds from non-current stockholders of at least $5,000,000, the holder of the Convertible Note will be required to convert the Note into the same securities issued in such financing at the same price per share. The Company has granted piggyback registration rights with respect to the Conversion Shares. to the Note Purchase Agreement, the Company may use the proceeds from the issuance of the Convertible Note for working capital, protein development, laboratory and testing equipment necessary to support such development, regulatory and clinical expenses, and development work to extend the patent life of NELL-1, as well as for other purposes not presently contemplated herein but which are related directly to growing the Company’s current business, research and development activities. The obligations under the Convertible Note are secured by a first priority security interest on all of the assets of the Company.
On August 18, 2017, to a Subscription Agreement, The Musculoskeletal Transplant Foundation purchased 233,333 restricted shares (the “Shares”) of the Company’s Common Stock at $3.00 per share. The Shares are subject to demand registration rights as described in the Subscription Agreement.
The form of the Note Purchase Agreement, the Convertible Note and Subscription Agreement are attached as Exhibits 10.1, 10.2 and 10.3 to this Report, and the summary description of the terms of the Note Purchase Agreement, Convertible Note and Subscription Agreement contained herein is qualified in its entirety by reference to Exhibits 10.1, 10.2 and 10.3.
| Item 3.02 | Unregistered Sales of Equity Securities |
The discussion in Item 1.01 is hereby incorporated by reference.
The Convertible Note and Shares (the “Securities”) 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 (i) the issuance of the Securities did not involve a public offering, (ii) each counterparty represented that they are accredited investors and (iii)each counterparty made certain investment representations.
On August 22, 2017, the Company issued a press release regarding the financing
| 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 | Note Purchase Agreement with Hankey Capital, LLC dated as of August 11, 2017. |
| 10.2 | Bone Biologics Corporation Convertible Note issued to Hankey Capital on August 18, 2017. |
| 10.3 | Subscription Agreement dated as of August 18, 2018 with The Musculoskeletal Transplant Foundation. |
| 99.1 | Press Release of Bone Biologics Corporation, dated August 22, 2017. |
Index to Exhibits
| Exhibit No. | Description |
| 10.1 | Note Purchase Agreement with Hankey Capital, LLC dated as of August 11, 2017. |
| 10.2 | Bone Biologics Corporation Convertible Note issued to Hankey Capital on August 18, 2017. |
| 10.3 | Subscription Agreement dated as of August 18, 2018 with The Musculoskeletal Transplant Foundation. |
| 99.1 | Press Release of Bone Biologics Corporation, dated August 22, 2017. |
Bone Biologics Corp ExhibitEX-10.1 2 ex10-1.htm Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement,…To view the full exhibit click here
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.