UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
PROXY
STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
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Preliminary Proxy Statement |
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Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Materials Under Rule 14a-12 |
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BONE
BIOLOGICS CORPORATION |
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(Name
of Registrant as Specified in its Charter) |
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment
of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below
per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) |
Title of each class of
securities to which transaction applies: |
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(2) |
Aggregate number of securities
to which transaction applies: |
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(3) |
Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated
and state how it was determined): |
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(4) |
Proposed maximum aggregate
value of transaction: |
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(5) |
Total fee paid: |
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Fee paid previously with
preliminary materials. |
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Check box if any part of
the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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(1)
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Amount Previously Paid: |
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(2) |
Form,
Schedule or Registration Statement No.: |
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(3) |
Filing Party: |
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(4) |
Date Filed: |
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BONE
BIOLOGICS CORPORATION
2
Burlington Woods Drive, Ste 100
Burlington,
MA 01803
July
11, 2022
Dear
Stockholder:
You
are cordially invited to attend the 2022 Annual Meeting of Stockholders of Bone Biologics Corporation to be held at 11:00 a.m.
Eastern time on August 23, 2022 at Bone Biologics Corporation offices, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803.
Stockholders may also listen via tele-conference at 520-525-8845.
We
are pleased to take advantage of Securities and Exchange Commission rules that allow companies to furnish their proxy materials over
the Internet. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (“Notice and Access Card”),
instead of a paper copy of our proxy materials and our 2021 Annual Report on Form 10-K to stockholders (the “2021 Annual
Report”). The Notice and Access Card contains instructions on how to access those documents and to cast your vote via the Internet.
The Notice and Access Card also contains instructions on how to request a paper copy of our proxy materials and our 2021 Annual Report.
This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental
impact and lowering the costs of printing and distributing our proxy materials.
As
more fully described in the attached Notice of Annual Meeting and the accompanying Notice and Access Card, at the Annual Meeting, our
stockholders will consider and vote to (i) elect five directors to our Board of Directors; (ii) approve, in an advisory (non-binding)
vote, our executive officer compensation; and (iii) ratify the appointment of Weinberg & Company, P.A., as our independent registered
public accountant for the fiscal year ending December 31, 2022.
It
is important that your shares be represented at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote
as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting. You may vote over the Internet, by
telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. If you attend the Annual Meeting, then
you may vote your shares in person even though you have previously voted your proxy. You may find directions at www.bonebiologics.com.
The
Board of Directors recommends that you vote “FOR” the proposals presented in this proxy statement.
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Sincerely, |
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/s/ Don
Hankey |
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Don Hankey |
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Chairman of the Board of Directors |
BONE
BIOLOGICS CORPORATION
2
Burlington Woods Drive, Ste 100
Burlington,
MA 01803
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON AUGUST 23, 2022
Notice
is hereby given that an Annual Meeting of Stockholders of Bone Biologics Corporation for the fiscal year ended December 31, 2021 (“Annual
Meeting”), will be held at 11:00 a.m. Eastern time on August 23, 2022 at Bone
Biologics Corporation offices, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803, for the following purposes:
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To elect five directors
to our Board of Directors; |
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To approve, in an advisory
(non-binding) vote, our executive officer compensation; |
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To ratify the appointment
of Weinberg & Company, P.A., as our independent registered public accountant for the fiscal year ending December 31, 2022; and |
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To transact any other business
as may properly come before the meeting or at any adjournment thereof. |
We
have fixed the close of business on June 24, 2022 as the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting. Only our stockholders of record at the close of business on that date will be entitled to notice of and
to vote at the Annual Meeting or any adjournments or postponements thereof.
We
will be using the “Notice and Access” method of providing proxy materials to you via the Internet. We believe that this process
will provide a convenient, economic and environmentally friendly way to access the proxy materials and authorize a proxy to vote your
shares.
Stockholders
may listen via tele-conference at 520-525-8845.
We
made this proxy statement and our 2021 Annual Report on Form 10-K to Stockholders for the fiscal year ended December 31, 2021
available to stockholders on or about July 11, 2022.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 23, 2022:
The
proxy statement, proxy card and 2021 Annual Report on Form 10-K to Stockholders for the fiscal year ended December 31, 2021 are
available at the following website: www.bonebiologics.com. These documents are also available to any stockholder who wishes to
receive a paper copy by calling 866-870-3684, visiting www.investorelections.com/BBLG or emailing paper@investorelections.com.
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By Order of the Board of Directors, |
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/s/ Don
Hankey |
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Don Hankey |
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Chairman of the Board of Directors |
July
11, 2022
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YOUR VOTE IS IMPORTANT
REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO VOTE ELECTRONICALLY
VIA THE INTERNET OR BY COMPLETING, SIGNING, DATING AND RETURNING THE PROXY/VOTING INSTRUCTION CARD. IF GIVEN, YOU MAY REVOKE YOUR
PROXY BY FOLLOWING THE INSTRUCTIONS IN THE PROXY STATEMENT AND PROXY/VOTING INSTRUCTION CARD. |
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TABLE
OF CONTENTS
BONE
BIOLOGICS CORPORATION
2
Burlington Woods Drive, Ste 100
Burlington,
MA 01803
PROXY
STATEMENT
Annual
Meeting of Stockholders to be Held on August 23, 2022
The
Annual Meeting
This
proxy statement is being furnished to the stockholders of Bone Biologics Corporation, a Delaware corporation (the “Company”),
in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) for use at
the Annual Meeting to be held at 11:00 a.m. Eastern time on August 23, 2022, at Bone Biologics
Corporation offices, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803, and at any adjournments or postponements thereof. Stockholders
may also listen via tele-conference at 520-525-8845.
The
purpose of the Annual Meeting is to consider and vote upon the following matters:
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To elect five directors
to our Board of Directors; |
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To approve, in an advisory
(non-binding) vote, our executive officer compensation; |
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To ratify the appointment
of Weinberg & Company, P.A., as our independent registered public accountant for the fiscal year ending December 31, 2022; and |
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To transact any other business
as may properly come before the meeting or at any adjournment thereof. |
Stockholders
of the Company as of June 24, 2022, the Record Date, may vote in one of the following two ways whether or not you plan to attend the
Annual Meeting: (1) by completing, signing, dating and returning the enclosed proxy card, or (2) by completing your proxy on the Internet
at the address listed on the proxy card. It is important that you vote your shares whether or not you attend the meeting in person. If
you attend the Annual Meeting, you may vote in person even if you have previously returned your proxy card or completed your proxy on
the Internet. Shares represented by proxy will be voted in accordance with the instructions you provide to the individuals named on the
proxy. If you provide no instruction, the shares will be voted for all of the proposals.
NO
MATTER WHAT METHOD YOU ULTIMATELY DECIDE TO USE TO VOTE YOUR SHARES, WE URGE YOU TO VOTE PROMPTLY.
We
have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about July 11, 2022,
we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice and Access Card”). Our proxy
materials, including the Notice of 2022 Annual Meeting of Stockholders, this proxy statement and the accompanying proxy card or, for
shares held in street name (i.e., held for your account by a broker or other nominee), a voting instruction form, and the 2021 Annual
Report on Form 10-K to Stockholders (the “2021 Annual Report”), will be mailed or made available to stockholders on
the Internet on or about the same date.
Record
Date; Shares Entitled To Vote; Vote Required To Approve the Transaction
The
Board has fixed the close of business on June 24, 2022 (the “Record Date”), as the date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting. On the Record Date, 10,350,579 shares of our common stock, par value $0.001
per share (“Common Stock”) were issued and outstanding, and pursuant to our Bylaws, each outstanding share of Common
Stock is entitled to one vote on each matter submitted to vote at a meeting of our stockholders.
A
majority of the issued and outstanding shares of Common Stock entitled to vote, represented either in person or by proxy, is necessary
to constitute a quorum for the transaction of business at the Annual Meeting. In the absence of a quorum, the Annual Meeting may be postponed
from time to time until stockholders holding the requisite number of shares of our Common Stock are represented in person or by proxy.
Broker non-votes and abstentions will be counted towards a quorum at the Annual Meeting. Broker non-votes will not count as votes for
or against the proposals. Abstentions will count as votes against the ratification of the appointment of Weinberg & Company, P.A.
Solicitation,
Voting and Revocation of Proxies
This
solicitation of proxies is being made by our Board, and our Company will pay the entire cost of preparing, assembling, printing, mailing
and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may
be made in person, by telephone or by electronic communications by directors, officers and employees of our Company, who will not receive
any additional compensation for such solicitation activities. We also will reimburse brokerage houses and other custodians, nominees
and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to our stockholders.
Shares
of our Common Stock represented by a proxy properly signed and received at or prior to the Annual Meeting, unless properly revoked, will
be voted in accordance with the instructions on the proxy. If a proxy is signed and returned without any voting instructions, shares
of our Common Stock represented by the proxy will be voted “FOR” the proposals described in this proxy statement, and in
accordance with the determination of the majority of our Board, as to any other matter which may properly come before the Annual Meeting,
including any adjournment or postponement thereof. A stockholder may revoke any proxy given pursuant to this solicitation by: (i) delivering
to our corporate secretary, prior to or at the Annual Meeting, a written notice revoking the proxy; (ii) delivering to our corporate
secretary, at or prior to the Annual Meeting, a duly executed proxy relating to the same shares and bearing a later date; or (iii) voting
in person at the Annual Meeting. Attendance at the Annual Meeting will not, in and of itself, constitute a revocation of a proxy. All
written notices of revocation and other communications with respect to the revocation of a proxy should be addressed to:
BONE
BIOLOGICS CORPORATION
2
Burlington Woods Drive, Ste 100
Burlington,
MA 01803
Attention:
Corporate Secretary
Our
Board of Directors is not aware of any business to be acted upon at the Annual Meeting other than consideration of the proposals described
herein.
Internet
Voting
In
addition to marking, signing, dating and mailing the enclosed proxy card, you may vote over the Internet. Voting via the Internet is
fast, convenient and your vote is immediately confirmed and tabulated. If you choose to vote via the Internet, instructions to do so
are set forth on the enclosed proxy card. If you own your shares in your own name, you can vote via the Internet in accordance with the
instructions provided on the proxy card. If your shares are held in “street name” by a bank, broker or other nominee, you
can also vote via the Internet by following the voting instructions provided by your bank, broker or other nominee. You may need to
contact your bank or broker to vote.
If
you vote via the Internet, you do not have to mail in a proxy card, but your vote must be received by 11:59 p.m.,
Los Angeles Time, on August 22, 2022.
QUESTIONS
AND ANSWERS ABOUT THIS PROXY STATEMENT AND ANNUAL MEETING
Q: |
WHAT IS THIS PROXY STATEMENT
AND WHY AM I RECEIVING A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS? |
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A: |
You are receiving this
Notice of internet availability of proxy materials in connection with an Annual Meeting
of stockholders called by our Board of Directors in connection with soliciting stockholder votes for the purpose of (i) electing
five directors to our Board to serve for a term ending on the date of the next Annual Meeting of stockholders following the date
such persons are elected as directors, or until their successors are duly elected and qualified; (ii) approve in an advisory (non-binding)
vote, our executive officer compensation; and (iii) ratifying the appointment of Weinberg & Company, P.A. as our independent
registered public accountant for the fiscal year ending December 31, 2022 in each case, as more fully described in this proxy statement.
You have been sent this Notice of internet availability of proxy materials and the enclosed
Notice and Access card because our Board of Directors is soliciting your proxy to vote at the Annual Meeting of stockholders called
for the purpose of voting on the foregoing matters. |
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WHY
DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS? |
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Pursuant
to rules adopted by the SEC, for most stockholders, we are providing access to our proxy materials over the Internet rather than
printing and mailing our proxy materials. We believe following this process will expedite the receipt of such materials and will
help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, the Notice and Access Card was
mailed to holders of record and beneficial owners of our common stock starting on or about July 11, 2022. The Notice and Access
Card provides instructions as to how stockholders may access and review our proxy materials, including the Notice of 2022 Annual
Meeting of Stockholders, this proxy statement, the proxy card and our 2021 Annual Report on Form 10K, on the website referred to
in the Notice and Access Card or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent
to them by mail. The Notice and Access Card also provides voting instructions. In addition, stockholders of record may request to
receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings.
Please note that, while our proxy materials are available at the website referenced in the Notice and Access Card and our Notice
of 2022 Annual Meeting of Stockholders, this proxy statement and our 2021 Annual Report are available on our website. No other information
contained on either website is incorporated by reference in, or considered to be a part of, this proxy statement. |
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Q: |
WHAT INFORMATION IS CONTAINED
IN THIS PROXY STATEMENT? |
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A: |
The information included
in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, compensation of our directors
and most highly paid executive officers, and certain other required information. |
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WHO IS ENTITLED TO VOTE
AT THE ANNUAL MEETING, AND WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSALS? |
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A: |
Only holders of shares
of our Common Stock, as of the Record Date, are entitled to vote at the Annual Meeting. As of June 24, 2022, the Record Date, there
were 10,350,579 shares of our Common Stock issued and outstanding, and entitled to notice of and to vote at the Annual Meeting. For
all matters each outstanding share of our common stock will be entitled to one vote on each matter. Under Delaware law, and pursuant
to our Bylaws, a majority of the issued and outstanding shares of Common Stock entitled to vote, represented either in person or
by proxy, is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Once a quorum is established,
stockholder approval with respect to a particular proposal is generally obtained by the affirmative vote of a majority of our issued
and outstanding shares of Common Stock entitled to vote at the Annual Meeting, represented in person or by proxy, except for the
election of directors which is determined by a simple plurality of the votes cast. |
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Q: |
DOES OUR BOARD OF DIRECTORS
RECOMMEND VOTING “FOR” THE PROPOSALS? |
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Yes. Our Board of Directors
unanimously recommends that our stockholders vote “FOR” each of the proposals described in this proxy statement. |
Q: |
HOW MAY I VOTE ON THE PROPOSALS
IF I OWN SHARES IN MY OWN NAME? |
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A: |
If you own your shares
in your own name, you may vote on the proposals presented in this proxy statement in one of the following two ways whether or not
you plan to attend the Annual Meeting: (1) by completing, signing and dating the enclosed proxy card and returning it to the Company,
or (2) by completing your proxy on the Internet at the address listed on the proxy card. It is important that you vote your shares
whether or not you attend the meeting in person. If you provide no instructions, the shares will be voted “FOR”(i) the
election of five nominees listed on the proxy card; (ii) the approval, in an advisory (non-binding) vote, our executive officer compensation
and (iii) ratifying the appointment of Weinberg & Company, P.A. as our independent registered public accountant for the fiscal
year ending December 31, 2022. |
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Q: |
HOW MAY I VOTE ON THE PROPOSALS
IF MY SHARES ARE HELD IN “STREET NAME” BY MY BROKER, BANK OR OTHER NOMINEE? |
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A: |
If your shares are held
in “street name” through a broker, bank or other nominee, you can also vote via the Internet by following the voting
instructions provided by your bank, broker or other nominee. You may need to contact your bank or broker to vote. Brokerage
firms do not have authority to vote shares for which their customers do not provide voting instructions except with respect to the
ratification of Weinberg & Company, P.A. which is considered a routine matter. A broker, banker or other nominee no longer has
discretion to vote for or against the election of directors or the approval of the executive officer compensation which are considered
non-routine matters. Accordingly, we encourage you to provide instructions to your brokerage firm by signing and returning your proxy.
This ensures your shares will be voted at the meeting. |
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Q: |
CAN I CHANGE MY MIND AND
REVOKE MY PROXY? |
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A: |
Yes.
If you are a stockholder of record, you may change your vote at any time before the polls close at the meeting. You may do this by
(i) delivering to our corporate secretary, prior to or at the Annual Meeting, a written notice revoking the proxy; (ii) delivering
to our corporate secretary, at or prior to the Annual Meeting, a duly executed proxy relating to the same shares and bearing a later
date; or (iii) voting in person at the Annual Meeting. Attendance at the Annual Meeting, in and of itself, will not constitute a
revocation of a proxy. If you hold your shares in “street name,” you may submit new voting instructions by contacting
your broker, bank or other nominee. If you voted by Internet, you may change your vote at any time up until 11:59 p.m.,
Los Angeles time, on August 22, 2022, by resubmitting a new Internet vote. Your last Internet vote will be the one which is
used for voting purposes. |
Q: |
CAN I VOTE MY SHARES IN
PERSON? |
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A: |
Yes. The Annual Meeting
is open to all holders of our common stock as of the Record Date. To vote in person, you will need to attend the meeting and bring
with you evidence of your stock ownership. If your shares are registered in your name, you will need to bring a copy of stock certificate(s)
together with valid picture identification. If your shares are held in the name of your broker, bank or another nominee or you received
your proxy materials electronically, you will need to bring evidence of your stock ownership, such as your most recent brokerage
account statement, and valid picture identification. |
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Q: |
DO I HAVE DISSENTERS’
RIGHTS IN CONNECTION WITH THE PROPOSALS? |
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A: |
No. Under Delaware law,
“dissenters’ rights” are not available in connection with the proposals presented in this proxy statement. |
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Q. |
HOW MAY I REQUEST A SINGLE
SET OF PROXY MATERIALS FOR MY HOUSEHOLD? |
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A: |
If you share an address
with another stockholder and have received multiple copies of our proxy materials, you may write us to request delivery of a single
copy of these materials. Written requests should be made to Bone Biologics Corporation, Attention: Corporate Secretary, 2 Burlington
Woods Drive, Ste 100, Burlington, MA 01803. |
Q. |
WHAT SHOULD I DO IF I RECEIVE
MORE THAN ONE SET OF VOTING MATERIALS? |
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A: |
You may receive more than
one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards.
For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each
brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name,
you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction card that
you receive. |
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Q. |
WHAT HAPPENS IF ADDITIONAL
MATTERS ARE PRESENTED AT THE ANNUAL MEETING? |
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A: |
Other than the proposals
described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a
proxy, the persons named as proxy holders will have the discretion to vote your shares on any additional matters properly presented
for a vote at the meeting. If for any reason any of our nominees are not available as a candidate for director, the persons named
as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board. |
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Q. |
IS MY VOTE CONFIDENTIAL?
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A: |
Proxy instructions, ballots
and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote
will not be disclosed either within the Company or to third parties, except: (1) as necessary to meet applicable legal requirements,
(2) to allow for the tabulation of votes and certification of the vote, and (3) to facilitate a successful proxy solicitation. Occasionally,
stockholders provide on their proxy card written comments, which are then forwarded to Company management. |
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Q. |
WHO IS PAYING FOR THIS
PROXY SOLICITATION? |
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A: |
Our Board of Directors
is making this solicitation, and we will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy
materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone
or by electronic communications by our directors, officers and employees, who will not receive any additional compensation for such
solicitation activities. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable
out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. |
PROPOSAL
I – ELECTION OF DIRECTORS
Our
Board currently has five directors. The Board proposes that all of the nominees listed below, each of whom currently serves on the Board,
be elected as directors to serve for a term ending on the date of the next Annual Meeting of stockholders following the date such persons
are elected as directors, and until their successors are duly elected and qualified. The Nominating and Corporate Governance Committee
has approved and recommended for election as directors at the Annual Meeting the nominees described in this proxy statement.
Each
of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a director, the Board may designate
a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. There
are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director
or executive officer. The affirmative vote of a plurality of the shares of Common Stock represented at the Annual Meeting is required
to elect each director.
Name |
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Age |
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Position |
Don Hankey |
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78 |
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Chairman of the Board of Directors |
Stephen R. LaNeve |
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61 |
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Director |
Bruce Stroever |
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70 |
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Director |
Erick Lucera |
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53 |
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Director |
Siddhesh Angle |
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37 |
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Director |
The
biographies and work experience of each of our nominees for directors is set forth under “Directors, Executive Officers, Promoters
and Control Persons” beginning on page 11 of this proxy statement.
Vote
Required and Recommendation of Board of Directors
The
affirmative vote of a plurality of the votes cast at the meeting is required for the election of directors. A properly executed proxy
marked “WITHHELD” with respect to the election of one or more directors will not be voted with respect to the director or
directors indicated, although it will be counted for purposes of determining whether there is a quorum.
The
Board of Directors Recommends a Vote “For” Each of the Nominees Listed Above.
PROPOSAL
II – ADVISORY VOTE ON EXECUTIVE COMPENSATION
This
proposal, commonly known as a “say-on-pay” proposal, gives you as a stockholder the opportunity to endorse or not endorse
our executive pay practices. This vote is intended to provide an overall assessment of our executive compensation program rather than
focus on any specific item of compensation. The goal for our executive compensation program is to motivate and retain highly-talented
executives who are critical to the successful implementation of our strategic business plan.
We
invite you to consider the details of our executive compensation program provided in the tables and narrative discussion relating to
the program. These will provide you with the individual elements of our compensation program and allow you to view the trends in compensation
for the years presented.
We
request stockholder approval of the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation
disclosure rules, which disclosures include the compensation tables and the narrative discussion pertaining to compensation. As an advisory
vote, this proposal is not binding upon our Board of directors or us. However, we expect that our compensation committee, which is responsible
for designing and administering our executive compensation program, will consider the outcome of the vote when making future compensation
decisions for our named executive officers. Accordingly, we are asking you to approve the following resolution:
RESOLVED,
that the compensation paid to the named executive officers of Bone Biologics Corporation, as disclosed in the 2021 Proxy Statement of
Bone Biologics Corporation pursuant to Item 402 of SEC Regulation S-K, including the compensation tables and narrative discussion, hereby
is approved.
Recommendation
of the Board
Our
Board of directors unanimously recommends that you vote “FOR” the approval, on an advisory basis, of the compensation of
our named executive officers. Proxies received will be so voted unless stockholders vote otherwise via the Internet or specify otherwise
in their completed and returned proxy cards.
PROPOSAL
III – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
General
The
Audit Committee of our Board has appointed Weinberg & Company, P.A. to act as our independent registered public accounting firm for
the fiscal year ending December 31, 2022, and recommends that our stockholders vote to ratify such appointment. Representatives of Weinberg
& Company, P.A. are not expected to present at the Annual Meeting.
In
the event of a negative vote on such ratification, the Board will reconsider its selection. No determination has been made as to what
action the Board would take if the stockholders do not ratify the appointment.
Principal
Accountant Fees and Services
The
following table sets forth the aggregate fees billed to us during the years ended December 31, 2021 and 2020.
Audit
Fees
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2021 | | |
2020 | |
Weinberg & Company, P.A. | |
$ | 107,801 | | |
$ | 37,565 | |
Audit
Related Fees
There
were no fees billed to the Company by Weinberg & Company, P.A. for assurance and related services that are reasonably related to
the performance of the audit related fees.
Tax
Fees
There
were no fees billed to the Company that are reasonably related to the performance of the tax preparation.
Audit
Committee Pre-Approval Policies and Procedures. The audit committee pre-approves all audit and permissible non-audit services provided
by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services
and other services. The audit committee has adopted policies and procedures for the pre-approval of services provided by our independent
registered public accounting firm. The policies and procedures provide that management and our independent registered public accounting
firm jointly submit to the audit committee a schedule of audit and non-audit services for approval as part of the annual plan for each
year. In addition, the policies and procedures provide that the audit committee may also pre-approve particular services not in the annual
plan on a case-by-case basis. For each proposed service, management must provide a detailed description of the service and the projected
fees and costs (or a range of such fees and costs) for the service. The policies and procedures require management and our independent
registered public accounting firm to provide quarterly updates to the audit committee regarding services rendered to date and services
yet to be performed.
Vote
Required and Recommendation of Board of Directors
Under
Delaware law and pursuant to our Bylaws, the proposal to ratify Weinberg & Company, P.A.as our independent registered public accounting
firm for the fiscal year ending December 31, 2022, will be approved by the affirmative vote of a majority of our issued and outstanding
shares of Common Stock entitled to vote at meeting, represented in person or by proxy.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF WEINBERG & COMPANY, P.A. AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information, as of June 24, 2022, regarding the beneficial ownership of our common stock by:
● |
each person known by us
to be a beneficial owner of more than five percent of our outstanding common stock; |
|
|
● |
each of our directors and
director nominee; |
|
|
● |
each of our named executive
officers; and |
|
|
● |
all directors and executive
officers as a group. |
The
amounts and percentage of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination
of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security
if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or
“investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under
these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner
of securities as to which he has no economic interest. Except as indicated by footnote, the persons named in the table below have sole
voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
Name of Beneficial Owner or Identity of Group | |
Title of Class | |
Shares(1) | | |
Percentage | |
| |
| |
| | |
| |
5% or greater stockholders: | |
| |
| | | |
| | |
| |
| |
| | | |
| | |
Hankey Capital, LLC 4751 Wilshire Blvd #110 Los Angeles, CA 90010 | |
Common Stock | |
| 7,519,991 | (2) | |
| 69.5 | % |
| |
| |
| | | |
| | |
Executive Officers and Directors: | |
| |
| | | |
| | |
| |
| |
| | | |
| | |
Don R. Hankey 4751 Wilshire Blvd #110 Los Angeles, CA 90010 | |
Common Stock | |
| 7,678,343 | (2)(3) | |
| 70.9 | % |
| |
| |
| | | |
| | |
Stephen LaNeve, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803 | |
Common Stock | |
| - | | |
| - | |
| |
| |
| | | |
| | |
Jeffrey Frelick, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803 | |
Common Stock | |
| 105,485 | (4) | |
| 1.0 | % |
| |
| |
| | | |
| | |
Deina H. Walsh, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803 | |
Common Stock | |
| 25,000 | (5) | |
| 0.2 | % |
| |
| |
| | | |
| | |
Bruce Stroever, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803 | |
Common Stock | |
| 11,671 | (6) | |
| 0.1 | % |
| |
| |
| | | |
| | |
Erick Lucera, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803 | |
Common Stock | |
| 31,671 | (7) | |
| 0.3 | % |
| |
| |
| | | |
| | |
Siddhesh Angle, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803 | |
Common Stock | |
| 31,671 | (8) | |
| 0.3 | % |
| |
| |
| | | |
| | |
Total Officers and Directors as a Group (7 persons) | |
Common Stock | |
| 7,883,842 | (9) | |
| 71.5 | % |
(1) |
Based on 10,350,579 issued
and outstanding shares. The number of shares issued and outstanding that was used to calculate the percentage ownership of each listed
person includes the shares underlying convertible debt, stock options and warrants that are exercisable 60 days from our report date. |
|
|
(2) |
Consists of 7,043,801 shares
and 476,190 shares issuable upon exercise of Public Warrants. |
|
|
(3) |
Mr. Hankey is the Manager
of Hankey Capital. Mr. Hankey is the beneficial owner of 7,678,343 shares of the Company consisting of 7,043,801 shares owned by
Hankey Capital, 126,656 shares owned by the Don Hankey Trust (the “Trust”) of which Mr. Hankey is the Trustee, 31,696
shares held by H&H Funding LLC of which Mr. Hankey is the sole manager and 476,190 shares issuable upon exercise of Public Warrants.
The Trust owns 86.41% of Hankey Capital. Don Hankey is the manager of Hankey Capital. |
|
|
(4) |
Includes 102,389 shares
underlying stock options exercisable within 60 days. |
|
|
(5) |
Includes 25,000 shares
underlying stock options exercisable within 60 days. |
|
|
(6) |
Includes 11,671 shares
underlying stock options exercisable within 60 days. |
|
|
(7) |
Includes 31,671 shares
underlying stock options exercisable within 60 days. |
|
|
(8) |
Includes 31,671 shares
underlying stock options exercisable within 60 days. |
|
|
(9) |
Consists of 7,205,250 shares,
476,190 shares issuable upon exercise of Public Warrants and 202,402 shares underlying stock options exercisable within 60 days. |
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES
EXCHANGE ACT
The
following table and biographical summaries set forth information, including principal occupation and business experience, about our directors
and executive officers as of the date of this prospectus:
Name |
|
Age |
|
Position |
Jeffrey Frelick |
|
57 |
|
Chief Executive Officer and President |
Deina H. Walsh |
|
57 |
|
Chief Financial Officer |
Don Hankey |
|
78 |
|
Chairman of the Board of Directors |
Stephen R. LaNeve |
|
61 |
|
Director |
Bruce Stroever |
|
70 |
|
Director |
Erick Lucera |
|
53 |
|
Director |
Siddhesh Angle |
|
37 |
|
Director |
Jeffrey
Frelick: Chief Executive Officer and President
Jeffrey
Frelick serves as the President and Chief Executive Officer of Bone Biologics, bringing more than 25 years of leadership, operational,
and investment experience in the life science industry. He joined Bone Biologics in 2015 as the company’s Chief Operating Officer
and assumed his current role in June 2019. Prior to Bone Biologics, Mr. Frelick spent 15 years on Wall Street as a sell-side analyst
following the med-tech industry at investment banks Canaccord Genuity, ThinkEquity and Lazard. He also previously worked at Boston Biomedical
Consultants where he provided strategic planning assistance, market research data and due diligence for diagnostic companies. He began
his career at Becton Dickinson in sales and sales management positions after gaining technical experience as a laboratory technologist
with Clinical Pathology Facility. Mr. Frelick received a B.S. in Biology from University of Pittsburgh and an M.B.A. from Suffolk University’s
Sawyer Business School.
Deina
H. Walsh: Chief Financial Officer
Deina
Walsh has served as our Chief Financial Officer since November 2014. She is a certified public accountant and owner/founder of DHW CPA,
PLLC a Public Companies Accounting Oversight Board (PCAOB) registered firm since 2014. Prior to forming her firm, Ms. Walsh has 13 years
at a public accounting firm where as a partner she was actively responsible for leading firm audit engagements of publicly held entities
in accordance with PCAOB standards and compliance with SEC regulations, including internal control requirements under section 404 of
the Sarbanes-Oxley Act. Ms. Walsh had a global client base including entities throughout the United States, Canada and China. These entities
encompass a diverse range of industries including manufacturing, wholesale, life sciences, pharmaceuticals, and technology. Her experience
includes work with start-up companies and well-established operating entities. She has assisted many entities seeking debt and equity
capital. Areas of specialty include mergers, acquisitions, reverse mergers, consolidations, complex equity structures, foreign currency
translations and revenue recognition complexities. Ms. Walsh has an Associates of Science Degree in Business Administration from Monroe
Community College and a Bachelor of Science Degree in Accounting from the State University of New York at Brockport.
Don
Hankey: Chairman of the Board of Directors
Mr.
Hankey has served as Chairman of the Board of Directors since 2018. Mr. Hankey holds his BA and post-graduate work from the University
of Southern California. At age 27, Mr. Hankey became Vice President of a major investment banking firm, which would later become part
of USB Paine Weber. Mr. Hankey acquired Midway Ford in 1972 and founded Hankey Investment Company. During the 1980s, Mr. Hankey’s
organization grew its portfolio and established a foothold in the financial services industry. Mr. Hankey has incorporated technology
into every aspect of the Hankey Group of companies improving efficiencies and outcomes. Mr. Hankey has been the manager of Hankey Capital,
LLC, since its formation in 2002. Given Mr. Hankey’s financial experience, the Company believes he is well qualified to serve as
the Chairman of the Board of Directors.
Stephen
R. LaNeve: Director
Mr.
LaNeve has served on the Company’s Board of Directors since 2015 bringing thirty-five years of medical device experience. From
2019 to the present, Mr. La Neve has served as President of Global Medical’s (an orthopedic device company) international business.
Previously, Mr. La Neve was Chief Executive Officer of the Company from 2015 to 2019. Mr. La Neve held leadership roles in the medical
device and diagnostic segments which include: CEO and president of Etex Corporation; president of Becton Dickinson’s Pre-Analytical
Systems business; president of Medtronic’s $3.5b Spine and Biologics business; and president of Medtronic’s then second largest
country business unit, Medtronic Japan. He also served as senior vice president and executive vice president at Premier, one of the largest
GPOs in the United States and ran the global Injection Systems business unit for Becton Dickinson. Additionally, Mr. LaNeve has held
a number of commercial leadership roles at Becton Dickinson, Roche Diagnostics and E Merck Diagnostic Systems in sales, marketing, strategic
planning and project management both in the US and outside the US. He serves on the board of directors for SkelRegen, LLC and Life Science
Enterprise, and has served on the Board of Rapid Pathogen Screening, Inc. (RPS) up through its sale of the eye-care business. Mr. La
Neve has consulted for private equity companies in the medical device area. Mr. LaNeve holds a B.S. in Health Planning and Administration
from the Pennsylvania State University, an M.B.A. from West Chester University, and is a member of the Omicron Delta Epsilon honor society
for academic excellence in economics. Given Mr. Laneve’s extensive experience in leadership roles in the biotech industry and the
continuity he brings to the Board of Directors, we believe he is well qualified to serve as a member of the Board of Directors.
Bruce
Stroever: Director
Mr.
Stroever has served on Biologics board of directors since 2012, bringing forty years of product development and general management experience
in the medical device and orthobiologics fields. Mr. Stroever most recently served as President and Chief Executive Officer at MTF until
he retired in 2020 after 32 years of service. Under Mr. Stroever’s leadership, MTF grew to be the largest tissue bank in the world.
From 1971 to 1988, Mr. Stroever held several positions with Ethicon, Inc., a Johnson & Johnson, Inc. subsidiary. Mr. Stroever served
on the advisory board for the New Jersey Organ and Tissue Sharing Network. He was also elected to the Board of Governors of the American
Association of Tissue Banks for a three-year term in 1999 and subsequently in 2012. He was a founding member of the Tissue Policy Group
subsidiary of the AATB and served as its Chairman for two terms. Mr. Stroever received his B.E. in Mechanical/Chemical Engineering from
Stevens Institute of Technology in 1972 and a Masters of Science in Bioengineering from Columbia University in 1977. Given Mr. Stroever’s
educational background , his senior management experience in our industry and the continuity he brings to the Board of Directors, .we
believe that Mr. Stroever is well qualified to serve as a member of the Board of Directors.
Erick
Lucera: Director
Mr.
Lucera’s appointment to the Board became effective upon completion of the October 2021 Primary Offering. From 2020 to the present,
Mr. Lucera served as Chief Financial Officer of AVEO Oncology, a public biotech company. From 2016 to 2020, Mr. Lucera served as Chief
Financial Officer, Treasurer and Secretary of VALERITAS, a publicly held medical device company. From 2017 to the present, Mr. Lucera
has served as a member of the Board of Directors and Audit Chairman of Beyond Air, a publicly held medical device company. From 2015
to 2016, Mr. Lucera served as Chief Financial Officer, Treasurer and Secretary of VIVENTIA Bio, a privately held biotech company. From
2012 to 2015, Mr. Lucera served as Vice President, Corporate Development of Aratana Therepeutics, a publicly held biotech company. In
2012, Mr. Lucera served as Vice President, Corporate Development of Sunshine Heart, a publicly held medical device manufacturer. From
2008 to 2011, Mr. Lucera served as Vice President, Healthcare Analyst at Eaton Vance. From 2004 to 2008, he served as Portfolio Manager,
Triathlon Life Sciences Fund. From 1995 to 2004, he served as Senior Vice President and Principal of Independence Investments, as head
of healthcare research team. From 1990 to 1993, Mr. Lucera served as Staff Accountant at Price Waterhouse. Given Mr. Lucera’s extensive
experience in strategic planning and finance, we believe that Mr. Lucera is well qualified to serve as a member of the Board of Directors.
Siddhesh
(Sid) R. Angle: Director
Dr.
Angle’s appointment to the Board became effective upon completion of October 2021 Offering. From 2018 to the present, Dr. Angle
is Co-Founder, President and Chief Executive Officer of Regenosine, an early stage start-up for osteoarthritic disease. From 2021 to
present, Dr. Angle also serves on the Executive Team of Vetosine, an animal health affiliate of Regenosine. From 2020 to 2021, Dr. Angle
was Associate Director, Innovation Commercialization at NYU Langone. From 2017 to 2020, Dr. Angle was Program Manager, Innovation Commercialization
at NYU Langone. From 2013 to 2017, Dr. Angle worked in various R&D capacities at Zimmer Biomet, culminating as R&D manager of
global orthobiologics. From 2011 to 2013, Dr. Angle served as Research Scientist at Carnegie Mellon University. Given Mr. Angle’s
extensive background in research and development, we believe that Mr. Angle is well qualified to serve as a member of the Board of Directors.
Family
Relationships
None.
Board
of Directors and Corporate Governance
Our
Board of Directors consists of five (5) members, consisting of Don Hankey, Bruce Stroever, Stephen R. LaNeve, Erick Lucera, and Sid Angle.
Board
Committees
Our
Board of Directors has appointed an audit committee, nominating and corporate governance committee and compensation committee. The Board
of Directors met or acted by written consent three times during 2021.
Audit
Committee
The
audit committee is responsible for overseeing: (i) our accounting and reporting practices and compliance with legal and regulatory requirements
regarding such accounting and reporting practices; (ii) the quality and integrity of our financial statements; (iii) our internal control
and compliance programs; (iv) our independent auditors’ qualifications and independence and (v) the performance of our independent
auditors and our internal audit function. In so doing, the audit committee maintains free and open means of communication between our
directors, internal auditors and management.
The
Audit Committee consists of Bruce Stroever, Erick Lucera, and Sid Angle, with Mr. Lucera acting as Chairman and the Audit Committee financial
expert. The Audit Committee met or acted by written consent once during 2021.
Compensation
Committee
The
compensation committee is responsible for reviewing and approving the compensation of our executive officers and directors and our performance
plans and other compensation plans. The compensation committee makes recommendations to our Board of Directors in connection with such
compensation and performance plans.
The
Compensation Committee consists of Bruce Stroever, Erick Lucera, and Sid Angle, with Mr. Stroever acting as Chairman. The Compensation
Committee met or acted by written consent once during 2021.
Nominating
and Corporate Governance Committee
The
nominating and corporate governance committee is responsible for (i) identifying, screening and reviewing individuals qualified to serve
as directors (consistent with criteria approved by our Board of Directors) and recommending to our Board candidates for nomination for
election at the annual meeting of shareholders or to fill board vacancies or newly created directorships; (ii) developing and recommending
to our Board of Directors and overseeing the implementation of our corporate governance guidelines (if any); (iii) overseeing evaluations
of our Board of Directors and (iv) recommending to our Board of Directors candidates for appointment to board committees.
The
Nominating and Corporate Governance Committee consists of Bruce Stroever, Erick Lucera, and Sid Angle, with Dr. Angle acting as Chairman.
Code
of Ethics
The
Company adopted a formal code of ethics within the meaning of Item 406 of Regulation S-K promulgated under the Securities Act, that applies
to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar
functions and that that establishes, among other things, procedures for handling actual or apparent conflicts of interest. Our Code of
Ethics is available at our website www.bonebiologics.com/investor-relations/corporate-governance/.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of
a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes
in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders
are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
To
the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company during the fiscal year
ended December 31, 2021, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial
owners were complied with except Erick Lucera and Sid Angle each failed to file two reports of one transaction and Jeffrey Frelick and
Deina Walsh each failed to file one report of one transaction.
Indemnification
Agreements
Our
Board has approved a form of indemnification agreement for our directors and executive officers (“Indemnification Agreement”).
Following Board approval, we entered into Indemnification Agreements with each of our current directors and executive officers.
The
Indemnification Agreement provides for indemnification against expenses, judgments, fines and penalties actually and reasonably incurred
by an indemnitee in connection with threatened, pending or completed actions, suits or other proceedings, subject to certain limitations.
The Indemnification Agreement also provides for the advancement of expenses in connection with a proceeding prior to a final, non-appealable
judgment or other adjudication, provided that the indemnitee provides an undertaking to repay to us any amounts advanced if the indemnitee
is ultimately found not to be entitled to indemnification by us. The Indemnification Agreement sets forth procedures for making and responding
to a request for indemnification or advancement of expenses, as well as dispute resolution procedures that will apply to any dispute
between us and an indemnitee arising under the Indemnification Agreement.
The
foregoing description is qualified in its entirety by reference to the form of Indemnification Agreement filed as Exhibit 10.17 to the
Current Report on Form 8-K filed on September 25, 2014.
Report
of the Audit Committee
The
Audit Committee provides assistance to our Board of Directors in fulfilling its oversight responsibility to the company’s stockholders,
potential stockholders, the investment community, and others relating to our financial statements and the financial reporting process,
the systems of internal accounting and financial controls, the internal audit function, the annual independent audit of our financial
statements and the ethics programs when established by our management and our Board of Directors. The Audit Committee has the sole authority
(subject, if applicable, to stockholder ratification) to appoint or replace the outside auditors and is directly responsible for determining
the compensation of the independent auditors.
The
Audit Committee schedules its meetings with a view to ensuring that it devotes appropriate attention to all of its tasks. In discharging
its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention, with full access to all of our
books, records, facilities and personnel, and to retain its own legal counsel and other advisers as it deems necessary or appropriate.
As
part of its oversight of our financial statements, the Audit Committee reviewed and discussed with both management and its outside auditors
our interim financial statements and annual audited financial statements that are included in our Quarterly Reports on Form 10-Q and
Annual Report on Form 10-K, respectively. Our management advised the Audit Committee in each case that all such financial statements
were prepared in accordance with accounting principles generally accepted in the United States of America and reviewed significant accounting
issues with the Audit Committee. These reviews included discussion with the outside auditors of matters required to be discussed pursuant
to Statement on Auditing Standards (SAS) No. 16 (Communication with Audit Committees).
During
the year ended December 31, 2021, Weinberg & Company, P.A. served as our independent registered public accounting firm and audited
our financial statements for the year ended December 31, 2021. Weinberg & Company, P.A. did not have any financial interest, direct
or indirect, in our company, and did not have any connection with our company except in its professional capacity as our independent
auditors.
The
Audit Committee discussed with Weinberg & Company, P.A., the auditors of our 2021 annual financial statements, matters relating to
its independence, including a review of audit and non-audit fees and the letter and written disclosures made by Weinberg & Company,
P.A. to the Audit Committee pursuant to Public Company Accounting Oversight Board (United States) Rule 3526.
Audit
and non-audit services to be provided by Weinberg & Company, P.A. are subject to the prior approval of the Audit Committee. In general,
the Audit Committee’s policy is to grant such approval where it determines that the non-audit services are not incompatible with
maintaining the independent registered public accounting firm’s independence and there are cost or other efficiencies in obtaining
such services from the independent registered public accounting firm as compared to other possible providers.
Taking
all of these reviews and discussions into account, the Audit Committee recommended to our Board of Directors that the Board approve the
inclusion of our audited financial statements in our 2021 Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed
with the SEC.
Respectfully
submitted,
Audit
Committee:
Erick
Lucera, Chairman
Board
Leadership Structure and Role in Risk Oversight
The
Board of Directors believes it is important to select the Company’s Chairman and Chief Executive Officer in the manner it considers
in the best interests of the Company at any given time. The Board of Directors has elected a Chairman of the Board who is different from
the Company’s Chief Executive Officer.
The
Board of Directors currently includes four individuals who are independent from the management of the Company and, assuming that these
nominees are elected at the Annual Meeting, these members of the Board will continue to be independent directors. The Board of Directors
and its committees meet regularly throughout the year to assure that the independent directors are well briefed and informed with regard
to the Company’s affairs. Independent directors have unfettered access to any employee within the Company and are encouraged to
call upon whatever employee he deems fit to secure the information each director feels is important to their understanding of our Company.
In this fashion, we seek to maintain well informed, independent directors who are prepared to make informed decisions regarding our business
affairs.
Management
is responsible for the day-to-day management of risks the Company faces, while the Board of Directors as a whole plays an important role
in overseeing the identification, assessment and mitigation of such risks. The Board of Directors reviews information regarding the Company’s
finances and operations, as well as the risks associated with each. For example, the oversight of financial risk management lies primarily
with the Board’s Audit Committee, which is empowered to appoint and oversee our independent auditors, monitor the integrity of
our financial reporting processes and systems of internal controls and provide an avenue of communication among our independent auditors,
management and the Board of Directors. The Company’s Compensation Committee is responsible for overseeing the management of risks
relating to the Company’s compensation plans and arrangements. In fulfilling its risk oversight responsibility, the Board of Directors,
as a whole and acting through any established committees, regularly consults with management to evaluate and, when appropriate, modify
our risk management strategies.
Board
(and Committee) Meetings and Attendance
For
the fiscal year ended December 31, 2021, each of our directors has attended 75% or more of the aggregate number of meetings of the Board,
and the committee(s) of the Board on which he serves. Each director is expected to attend and participate in, either in person or by
means of telephonic or video conference, all scheduled meetings of the Board and all meetings of the committees of the Board on which
such director serves, and all scheduled meetings of stockholders of the Company. All of our current directors are expected to attend
the Annual Meeting via teleconference.
Communications
with the Board of Directors
Stockholders
may communicate directly with the Board by writing to them at Board of Directors, c/o Corporate Secretary, Bone Biologics Corporation,
2 Burlington Woods Drive, Ste 100, Burlington, MA 01803. Such communications will be forwarded to the director or directors to whom it
is addressed, except for communications that are (1) advertisements or promotional communications, (2) solely related to complaints with
respect to ordinary course of business issues, or (3) clearly unrelated to the Company’s business, industry, management or Board
or committee matters.
Legal
Proceedings
In
July 2019, Dr. Bessie (Chia) Soo and Dr. Kang (Eric) Ting (“Plaintiffs”) filed a complaint (the “Complaint”)
in federal court in Massachusetts against the Company, Bruce Stroever (“Stroever”), John Booth (“Booth”), Stephen
LaNeve (“LaNeve”, and together with Stroever and Booth, the “Individual Defendants”), and MTF Biologics (f/k/a
The Musculoskeletal Transplant Foundation, Inc.) (“MTF”). The Complaint alleges claims for breach of contract against the
Company and tortious interference with contract against the Individual Defendants and MTF arising from the termination of the Professional
Service Agreements, dated as of January 8, 2016, between the Company and each of the Plaintiffs. The Individual Defendants have been
sued for actions taken by them in connection with their service to the Company as directors and/or officers of the Company. As such,
the Company has certain indemnification obligations to the Individual Defendants. The Company and the Individual Defendants intend to
vigorously defend against the allegations in the Complaint. Based on the very early stage of the litigation, it is not possible to estimate
the amount or range of any possible loss arising from the expenditure of defense fees, a judgment or settlement of the matter.
In
the normal course of our business, we may periodically become subjected to various lawsuits. However, there are currently no legal actions
pending against us or, to our knowledge, are any such proceedings contemplated.
DIRECTOR
AND EXECUTIVE OFFICER COMPENSATION
Executive
Compensation
The
table below summarizes the compensation earned for services rendered to us in all capacities, for the fiscal years indicated, by its
named executive officers:
Name and Principal Position | |
Year | | |
Salary | | |
Bonus ($) | | |
Stock Awards ($) | | |
Option Awards ($) | | |
Non-Equity Incentive Plan Compensation($) | | |
Deferred Compensation ($)(1) | | |
All Other Compensation ($) | | |
Total Compensation ($) | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Jeffrey Frelick, Chief Executive Officer and President | |
| 2021 | | |
$ | 245,000 | | |
| | | |
$ | - | | |
$ | - | | |
| | | |
$ | 45,000 | | |
| | | |
$ | 290,000 | |
| |
| 2020 | | |
$ | 240,000 | | |
| | | |
$ | - | | |
$ | - | | |
| | | |
$ | 60,000 | | |
| | | |
$ | 300,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Deina Walsh, Chief Financial Officer(2) | |
| 2021 | | |
$ | - | | |
| | | |
$ | - | | |
$ | - | | |
| | | |
$ | - | | |
$ | 21,100 | | |
$ | 21,100 | |
| |
| 2020 | | |
$ | - | | |
| | | |
$ | - | | |
$ | - | | |
| | | |
$ | - | | |
$ | - | | |
$ | - | |
(1) |
Pursuant
to the October 2016 Note Purchase Agreement, the Company’s management had agreed to defer 20% of earned compensation. This
stipulation was met with the closing of the October 2021 Primary Offering. |
(2) |
From
June 28, 2019 through January 2, 2022, Ms. Deina Walsh, the Company’s Chief Financial Officer, was employed through an independent
contractor agreement. On December 17, 2021, Bone Biologics Corporation entered into a revised employment agreement with Ms. Walsh
to become full time. The employment agreement was effective January 3, 2022. |
Our
2015 Equity Incentive Plan was approved by majority shareholder consent on December 30, 2015 and all options outstanding as of the effective
date were cancelled and re-issued under the new plan at current plan terms.
|
● |
Base Salary: The
Company’s base salaries are designed as a means to provide a fixed level of compensation in order to attract and retain talent.
The base salaries of our named executive officers depend on their job responsibilities, the market rate of compensation paid by companies
in our industry for similar positions, our financial position and the strength of our business. |
|
|
|
|
● |
Performance-Based Cash
Awards: As part of the Company’s executive compensation program, the board intends to establish an annual performance-based
cash award program for our executive officers and other key employees based upon individual performance and the Company’s performance.
The award program will also be designed to reinforce the Company’s goals and then current strategic initiatives. The annual
performance-based cash awards will be based on the achievement of Company and individual performance metrics established at the beginning
of each fiscal year by the compensation committee and our Board of Directors. Following the end of each fiscal year, the compensation
committee will be responsible for determining the bonus amount payable to the executive officer based on the achievement of the Company’s
performance and the individual performance metrics established for such executive. |
|
|
|
|
● |
Long-Term Equity Awards:
Our Board of Directors believes that equity ownership by our executive officers and key employees encourages them to create long-term
value and aligns their interest with those of our stockholders. We grant annual equity awards to our executive officers under our
2015 Equity Incentive Plan. Our Board of Directors adopted and approved the following 2015 Equity Incentive Plan and intends to submit
it for approval by our stockholders. |
|
|
|
|
● |
2015 Equity Incentive
Plan: The Company has 560,000 shares of Common Stock authorized and reserved for issuance under our 2015 Equity Incentive Plan
for option awards. This reserve may be increased by the Board each year by up to the number of shares of stock equal to 5% of the
number of shares of stock issued and outstanding on the immediately preceding December 31. Appropriate adjustments will be made in
the number of authorized shares and other numerical limits in our 2015 Equity Incentive Plan and in outstanding awards to prevent
dilution or enlargement of participants’ rights in the event of a stock split or other change in our capital structure. Shares
subject to awards granted under our 2015 Equity Incentive Plan which expire, are repurchased or are cancelled or forfeited will again
become available for issuance under our 2015 Equity Incentive Plan. The shares available will not be reduced by awards settled in
cash. Shares withheld to satisfy tax withholding obligations will not again become available for grant. The gross number of shares
issued upon the exercise of stock appreciation rights or options exercised by means of a net exercise or by tender of previously
owned shares will be deducted from the shares available under our 2015 Equity Incentive Plan. |
|
|
|
|
● |
Awards may be granted under
our 2015 Equity Incentive Plan to our employees, including officers, director or consultants, and our present or future affiliated
entities. While we may grant incentive stock options only to employees, we may grant non-statutory stock options, stock appreciation
rights, restricted stock purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based
awards or other stock based awards to any eligible participant. |
|
● |
The 2015 Equity Incentive
Plan will be administered by our compensation committee. Subject to the provisions of our 2015 Equity Incentive Plan, the compensation
committee determines, in its discretion, the persons to whom, and the times at which, awards are granted, as well as the size, terms
and conditions of each award. All awards are evidenced by a written agreement between us and the holder of the award. The compensation
committee has the authority to construe and interpret the terms of our 2015 Equity Incentive Plan and awards granted under our 2015
Equity Incentive Plan. |
Our
Board of Directors approved the following compensation for our named executive officers:
Jeffrey
Frelick, Chief Executive Officer and President:
Base
Salary: Mr. Frelick’s base salary is $300,000.
Bonus:
During each calendar year, Mr. Frelick shall be eligible to earn an annual target bonus of fifty percent (50%) of his base salary
as in-effect for the applicable calendar year, subject to the achievement of personal and corporate objectives or milestones to be established
by the board of directors, or any compensation committee thereof, (after considering any input or recommendations from Mr. Frelick) within
sixty (60) days following the beginning of each calendar year during Mr. Frelick’s employment. In order to earn the annual bonus
under this provision, the applicable objectives must be achieved and Mr. Frelick must be employed by Company at the time the annual bonus
is distributed by Company. The annual bonus, if any, shall be paid on or before March 15th of the calendar year following the year in
which it is considered earned. The actual annual bonus paid may be more or less than fifty percent (50%) of Mr. Frelick’s base
salary.
There
was no bonus accrual during the years ended December 31, 2021 and 2020.
Stock
Options: On January 1, 2022, Mr. Frelick received a stock option grant whereby he is entitled to 50,000 shares of Common Stock of
the Company as of the date of the grant on the condition that i) the exercise price will be the current market price on the date of the
grant; and ii) the options will be issued with a two-year maturity. Any portion of this stock option grant that is not exercised on the
date of termination shall be forfeited on such date of termination except: (i) in the case of Termination by the Company Without Cause;
and (ii) upon a Change in Control (as defined in the Equity Incentive Plan) of the Company. To allow Mr. Frelick to prevent or mitigate
dilution of his equity interests in the Company, in connection with each financing, Mr. Frelick will be provided an opportunity to invest
in the Company such that his interest, at his option, remains undiluted or partially diluted.
Deina
H. Walsh, Chief Financial Officer:
Ms.
Walsh was retained through an independent contractor agreement through December 31, 2021. On December 17, 2021, Bone Biologics Corporation
entered into a revised Employment Agreement with Deina H. Walsh. The Employment Agreement is effective January 3, 2022.
Base
Salary: Ms. Walsh’s base salary is $200,000.
Bonus:
During each calendar year, Ms. Walsh shall be eligible to earn an annual target bonus of twenty-five percent (25%) of her base salary
as in-effect for the applicable calendar year, subject to the achievement of personal and corporate objectives or milestones to be established
by the board of directors, or any compensation committee thereof, (after considering any input or recommendations from Ms. Walsh) within
sixty (60) days following the beginning of each calendar year during Ms. Walsh’s employment. In order to earn the annual bonus
under this provision, the applicable objectives must be achieved and Ms. Walsh must be employed by Company at the time the annual bonus
is distributed by Company. The annual bonus, if any, shall be paid on or before March 15th of the calendar year following the year in
which it is considered earned. The actual annual bonus paid may be more or less than twenty-five percent (25%) of Ms. Walsh’s base
salary.
Stock
Options: Ms. Walsh received a stock option grant whereby she is entitled to 25,000 shares of Common Stock of the Company as of the
date of the grant on the condition that i) the exercise price will be the current market price on the date of the grant; and ii) the
options will be issued with a two-year maturity. Any portion of this stock option grant that is not exercised on the date of termination
shall be forfeited on such date of termination except: (i) in the case of Termination by the Company Without Cause; and (ii) upon a Change
in Control (as defined in the Equity Incentive Plan) of the Company. To allow Ms. Walsh to prevent or mitigate dilution of her equity
interests in the Company, in connection with each financing, Ms. Walsh shall be provided an opportunity to invest in the Company such
that her interest, at her option, remains undiluted or partially diluted.
The
Company’s compensation committee believes the agreements and other incentives granted to these named executive officers align our
named executive officers’ interests with those of our stockholders. Our compensation committee and board of directors continues
to evaluate our executive compensation program with a view toward motivating our named executive officers to meet our strategic operational
and financial goals in the best interests of our stockholders.
Potential
Payments upon Termination of Change in Control
None.
Changes
to Potential Payments upon Termination of Change in Control
None.
Consulting
Agreements for Executives
None
other than noted above.
Grants
of Plan-Based Awards
None.
Executives
Outstanding Equity Awards at Fiscal Year End
Name | |
Grant Date | |
Number of securities underlying unexercised options (#) exercisable | | |
Number
of securities underlying unexercised options (#) unexercisable | | |
Equity
incentive plan awards: Number of securities underlying unexercised unearned options (#) | | |
Option exercise price ($) | | |
Option expiration date | | |
Number of shares or units of stock that have not vested (#) | | |
Market value of shares of units of stock that have not vested ($) | | |
Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | | |
Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | |
(a) | |
| |
(b) | | |
(c) | | |
(d) | | |
(e) | | |
(f) | | |
(g) | | |
(h) | | |
(i) | | |
(j) | |
Jeffrey Frelick, Chief Operating Officer | |
May 27, 2020 | |
| 26,915 | | |
| - | | |
| - | | |
$ | 20.50 | | |
| May 27, 2026 | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
December 28, 2015 | |
| 104,060 | | |
| - | | |
| - | | |
$ | 15.90 | | |
| December 27, 2025 | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 7,739 | | |
$ | 7,275 | |
Director
Compensation
The
following table shows information regarding the compensation earned during the year ended December 31, 2021 by the members of our board
of directors.
Name | |
Fees Earned
or Paid in
Cash | | |
Option
Awards | | |
Share
Awards | | |
Total | |
Bruce Stroever | |
$ | 7,500 | | |
$ | 12,500 | | |
| - | | |
$ | 20,000 | |
Don Hankey(1) | |
| - | | |
| - | | |
| - | | |
| - | |
Erick Lucera(3) | |
| 7,500 | | |
| 97,268 | | |
| - | | |
| 104,768 | |
Sid Angle(3) | |
| 7,500 | | |
| 97,267 | | |
| - | | |
| 104,767 | |
Stephen R. La Neve(1)(4) | |
| - | | |
| - | | |
| - | | |
| - | |
Bret Hankey(1)(2) | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
$ | 22,500 | | |
$ | 207,035 | | |
$ | - | | |
$ | 229,535 | |
(1) |
Non-independent director.
No compensation paid per our Non-Employee Director Compensation Policy. |
|
|
(2) |
Resigned effective October
12, 2021. |
|
|
(3) |
Appointed effective October
12, 2021. |
|
|
(4) |
Effective June 28, 2022,
Mr. La Neve becqme an independent director since it has been three (3) years since he was employed by the Company. |
The
Board adopted a Non-Employee Director Compensation Policy (the “Director Compensation Policy”) as following:
Annual
Cash Compensation
Each
Non-Employee Director will receive the cash compensation set forth below for service on the Board. The annual cash compensation amounts
will be payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, pro-rated
for any partial months of service. All annual cash fees are vested upon payment.
1. |
Annual Board Service Retainer: |
|
a. |
All Non-Employee Directors
other than the Board Chair: $25,000 |
|
|
|
|
b. |
Non-Employee Director who
is the Board Chair: $35,000 |
2. |
Annual Committee Chair
Service Retainer (in addition to Annual Board Service Retainer): |
|
a. |
Chairman of the Audit Committee:
$5,000 |
|
|
|
|
b. |
Chairman of the Compensation
Committee: $5,000 |
|
|
|
|
c. |
Chairman of the Corporate
Governance Committee: $5,000 |
Equity
Compensation
Equity
awards will be granted under the Company’s 2015 Equity Incentive Plan or any successor equity incentive plan (the “Plan”).
All stock options granted under this Director Compensation Policy will be Nonstatutory Stock Options (as defined in the Plan), with a
term of ten years from the date of grant and an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan)
of the underlying common stock of the Company (“Common Stock”) on the date of grant.
|
(a) |
Automatic Equity Grants. |
(i)
Initial Grant for New Directors. Without any further action of the Board, each person who, after the Effective Date, is elected or
appointed for the first time to be a Non-Employee Director will automatically, upon the date of his or her initial election or appointment
to be a Non-Employee Director, be granted a Nonstatutory Stock Option to purchase 20,000 shares of Common Stock (the “Initial Grant”),
regardless of when such person is elected or appointed to the Board. Each Initial Grant will fully vest on the date of the annual meeting
of the stockholders of the Company (“Annual Meeting”) next following the Initial Grant.
(ii)
Annual Grant. Without any further action of the Board, at the close of business on the date of each Annual Meeting following the
Effective Date, each person who is then a Non-Employee Director will automatically be granted a Nonstatutory Stock Option to purchase
a number of shares of Common Stock having an Option Value (calculated on the date of grant) of $50,000 (the “Annual Grant”).
Each Annual Grant will vest in a series of four (4) successive equal quarterly installments over the one-year period measured from the
date of grant.
Compensation
Committee Interlocks and Insider Participation
None
of the members of the Compensation Committee is or was an executive officer of our company or had any relationships requiring disclosure
by us under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of our executive
officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other
entity, the executive officers of which served as a director or member of our compensation committee during the fiscal year ended December
31, 2021.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
None
of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation
or in any proposed transaction to which we are proposed to be a party:
● |
Any of our directors or
officers; |
|
|
● |
Any proposed nominee for
election as our director; |
|
|
● |
Any person who beneficially
owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our Common Stock; or |
|
|
● |
Any relative or spouse
of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer
of any parent or subsidiary of our Company. |
Review,
Approval or Ratification of Transactions with Related Persons
Due
to the small size of our Company, we do not at this time have a formal written policy regarding the review of related party transactions,
and rely on our full Board of Directors to review, approve or ratify such transactions and identify and prevent conflicts of interest.
Our Board of Directors reviews any such transaction in light of the particular affiliation and interest of any involved director, officer
or other employee or stockholder and, if applicable, any such person’s affiliates or immediate family members. Management aims
to present transactions to our Board of Directors for approval before they are entered into or, if that is not possible, for ratification
after the transaction has occurred. If our Board of Directors finds that a conflict of interest exists, then it will determine the appropriate
action or remedial action, if any. Our Board of Directors approves or ratifies a transaction if it determines that the transaction is
consistent with our best interests and the best interest of our stockholders.
STOCKHOLDER
PROPOSALS
Stockholder
Proposals for Inclusion in Company Proxy Statement. Stockholders may present proposals, including nominations for directors, for
inclusion in our proxy statement prepared in connection with the Annual Meeting of stockholders to be held in the fiscal year ending
December 31, 2022 (the “Next Annual Meeting”). Among other requirements, for a proposal to be considered for inclusion
in the proxy statement for the Next Annual Meeting, written notice must be received by the corporate secretary at our principal executive
offices no later than 120 calendar days before the anniversary of the date of the Company’s proxy statement released to stockholders
in connection with the previous year’s Annual Meeting. Accordingly, we must receive all such written notices no later than April
25, 2023.
Receipt
of a stockholder proposal does not necessarily guarantee that the proposal will be included in the proxy statement for the Next Annual
Meeting. Stockholders interested in submitting a nomination or proposal for consideration at the Next Annual Meeting should also consult
our Bylaws to ensure that any such notice of nomination or proposal is submitted to the Company in proper form. In addition, stockholders
should also be aware that any such proposal must comply with SEC rules concerning the inclusion of stockholder proposals in Company-sponsored
proxy materials. Our Board will review any proposal that is received by the deadline and determine if it is a proper proposal for inclusion
in the proxy statement for the Next Annual Meeting.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules
that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements Notices of Internet Availability of Proxy
Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single
Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which
is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers
with account holders who are Company stockholders will be “householding” the Company’s proxy materials. A single Notice
of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions
have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding”
communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent.
If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet
Availability of Proxy Materials, please notify your broker or the Company. Direct your written request to Bone Biologics Corporation,
Attention: Corporate Secretary, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803 and oral requests may be made by calling the
Company at (781) 552-4452. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials
at their addresses and would like to request “householding” of their communications should contact their brokers.
OTHER
MATTERS
Management
does not intend to present any other items of business and knows of no other matters that will be brought before the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, please sign and date the enclosed proxy card.
FORWARD-LOOKING
STATEMENTS
This
proxy statement and materials delivered with this proxy statement, including our annual report on Form 10-K, for the year ended December
31, 2021, contains “forward-looking” statements. All statements other than statements of historical facts included in this
proxy statement and materials delivered with this proxy statement, including, without limitation, statements regarding our financial
position, business strategy, and plans and objectives of management for future operations and capital expenditures, are forward-looking
statements. Although we believe that the expectations reflected in the forward-looking statements and the assumptions upon which the
forward-looking statements are based are reasonable, we can give no assurance that such expectations and assumptions will prove to have
been correct. Additional statements concerning important factors that could cause actual results to differ materially from our expectations
are disclosed in the “Note Regarding Forward Looking Statements” section of our annual report on Form 10-K for the year ended
December 31, 2021. All written and oral forward-looking statements attributable to us or persons acting on our behalf subsequent to the
date of this proxy statement are expressly qualified in their entirety by such cautionary statements.
WHERE
YOU CAN FIND MORE INFORMATION
Bone
Biologics Corporation files reports, proxy statements, and other information with the Securities and Exchange Commission (“SEC”).
You can read and copy these reports, proxy statements, and other information concerning our company at the SEC’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the operation
of the SEC’s Public Reference Room. The SEC also maintains an Internet site that contains all reports, proxy statements and other
information that we file electronically with the SEC. The address of that website is http://www.sec.gov.
The
proxy statement, proxy card and Annual Report to Stockholders for the fiscal year ended December 31, 2021 are available at the following
website: www.bonebiologics.com. These documents are also available to any stockholder who wishes to receive a paper copy by calling
866-870-3684, visiting www.investorelections.com/BBLG or emailing paper@investorelections.com with “Bone Biologics Corporation
Materials Request” in the subject line.
|
By Order of the Board of Directors, |
|
|
|
/s/ Don
Hankey |
|
Don Hankey |
|
Chairman of the Board of Directors |
|
|
July
11, 2022 |
|
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