Form 8-K - Current report

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): January 8, 2024

BONE BIOLOGICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-40899

42-1743430

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2 Burlington Woods Drive, Ste. 100

Burlington, MA

01803

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 552-4452

Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	BBLG	The Nasdaq Stock Market LLC

Warrants to Purchase Common stock, $0.001 par value per share	BBLGW	The Nasdaq Stock Market LLC

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 8, 2024, the Board of Directors of Bone Biologics Corporation (the “Company”) appointed Robert E. Gagnon to the Company’s Board of Directors. As previously disclosed, Erick Lucera resigned from the Board of Directors on December 27, 2023, effective as of the date Mr. Gagnon was appointed. Mr. Gagnon will serve as chair of the Company’s audit committee and as a member of the compensation committee and the nominating and corporate governance committee. Mr. Gagnon will be compensated for his service in the same manner as the Company’s other directors.

Mr. Gagnon, age 49, brings more than 20 years of financial and commercial experience leading global finance operations. He served as an Operating Partner at Gurnet Point Capital, a healthcare venture capital and private equity fund. He was Chief Business Officer and Chief Financial Officer at Verastem Oncology. Before that, he was Chief Financial Officer at Harvard Bioscience, Inc. Mr. Gagnon served as Executive Vice President, Chief Financial Officer, and Treasurer at Clean Harbors, Inc. as well as Chief Accounting Officer and Controller at Biogen Idec, Inc. Mr. Gagnon worked in a variety of senior positions at Deloitte & Touche, LLP, and PricewaterhouseCoopers, LLP. He holds an M.B.A. from the MIT Sloan School of Management and a B.A. in Accounting from Bentley College. Mr. Gagnon currently serves on the Board of Directors at Verastem Oncology and Purple Biotech.

Mr. Gagnon was not selected to serve on the Board under any arrangement or understanding between him and any other person. The Company is not aware of any transactions with Mr. Gagnon that would require disclosure under Item 404(a) of Regulation S-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

There are filed as part of this report the exhibits listed on the accompanying Index to Exhibits, which information is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 11, 2024	BONE BIOLOGICS CORPORATION

	By:	/s/ JEFFREY FRELICK
	Name:	Jeffrey Frelick
	Title:	Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number		Description

99.1		Press Release of Bone Biologics Corporation, dated January 11, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 99.1

Bone Biologics Appoints Healthcare Finance Veteran Robert E. Gagnon to Board of Directors

Brings 20+ years of experience in finance and business operations at both public and private life sciences companies

BURLINGTON, Mass. (January 11, 2024) — Bone Biologics Corporation (“Bone Biologics” or the “Company”) (Nasdaq: BBLG, BBLGW), a developer of orthobiologic products for spine fusion markets, today announced that effective immediately Robert E. Gagnon has been named to the Company’s board of directors. Mr. Gagnon fills the seat left by Erick Lucera, who has resigned effective upon Mr. Gagnon’s appointment. The number of directors of Bone Biologics remains at four.

Mr. Gagnon is currently chief financial officer of Remix Therapeutics, a clinical stage company focused on small molecule-mediated reprogramming of RNA processing to address hard-to-drug disease drivers.

“We are delighted that a professional of Rob’s stature has agreed to join our board of directors,” said Jeffrey Frelick, president and chief executive officer of Bone Biologics. “He has supported the growth of so many successful companies and we look forward to Rob’s counsel. His experiences with clinical stage companies, capital raising, and commercial organizations will be particularly valuable as we undertake our pilot study with NB-1.”

Mr. Gagnon brings more than 20 years of financial and commercial experience leading global finance operations. He served as an Operating Partner at Gurnet Point Capital, a healthcare venture capital and private equity fund. He was Chief Business Officer and Chief Financial Officer at Verastem Oncology. Before that, he was Chief Financial Officer at Harvard Bioscience, Inc. Mr. Gagnon served as Executive Vice President, Chief Financial Officer, and Treasurer at Clean Harbors, Inc. as well as Chief Accounting Officer and Controller at Biogen Idec, Inc. Mr. Gagnon worked in a variety of senior positions at Deloitte & Touche, LLP, and PricewaterhouseCoopers, LLP. He holds an MBA from the MIT Sloan School of Management and a BA in Accounting from Bentley College.

Mr. Gagnon currently serves on the Board of Directors at Verastem Oncology and Purple Biotech.

About Bone Biologics

Bone Biologics was founded to pursue regenerative medicine for bone. The Company is undertaking work with select strategic partners that builds on the preclinical research of the Nell-1 protein. Bone Biologics is focusing development efforts for its bone graft substitute product on bone regeneration in spinal fusion procedures, while additionally having rights to trauma and osteoporosis applications. For more information, please visit www.bonebiologics.com.

Forward-Looking Statements

Certain statements contained in this press release, including, without limitation, statements regarding the expected results and performance of Mr. Gagnon with the Company and the expected timing of enrollment in our pilot study with NB-1, as well as statements containing the words “will,” “prepare,” and words of similar import, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve both known and unknown risks and uncertainties. The Company’s actual results may differ materially from those anticipated in its forward-looking statements as a result of a number of factors, including, but not limited to, market and other conditions and risks generally associated with an undercapitalized developing company, as well as the risks contained under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s other filings with the Securities and Exchange Commission. Except as required by applicable law, we undertake no obligation to revise or update any forward-looking statements to reflect any event or circumstance that may arise after the date hereof.

Contact:

LHA Investor Relations

Kim Sutton Golodetz

212-838-3777

kgolodetz@lhai.com

# # #

Cover	Jan. 08, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 08, 2024
Entity File Number	001-40899
Entity Registrant Name	BONE BIOLOGICS CORPORATION
Entity Central Index Key	0001419554
Entity Tax Identification Number	42-1743430
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2 Burlington Woods Drive
Entity Address, Address Line Two	Ste. 100
Entity Address, City or Town	Burlington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01803
City Area Code	(781)
Local Phone Number	552-4452
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common stock, $0.001 par value per share
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	BBLG
Security Exchange Name	NASDAQ
Warrants to Purchase Common stock, $0.001 par value per share
Title of 12(b) Security	Warrants to Purchase Common stock, $0.001 par value per share
Trading Symbol	BBLGW
Security Exchange Name	NASDAQ