Registration of Additional Securities (up to 20%) (s-1mef)
October 07 2022 - 7:41AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on October 7, 2022
Registration
Statement No. 333-267588
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BONE
BIOLOGICS CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware |
|
2834 |
|
42-1743430 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
2
Burlington Woods Drive, Suite 100
Burlington,
MA 01803
(781)
552-4452
(Address
and telephone number of registrant’s principal executive offices)
Jeffrey
Frelick
Chief
Executive Officer
Bone
Biologics Corporation
2
Burlington Woods Drive, Suite 100
Burlington,
MA 01803
(781)
552-4452
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
David
Ficksman, Esq.
TroyGould
PC
1801
Century Park East, 16th Floor
Los
Angeles, CA 90067
Tel.:
(310) 553-4441 |
|
Richard
A. Friedman, Esq.
Stephen
Cohen, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, NY 10112-0015
Tel.:
(212) 653-8700 |
Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after the effective date of this registration statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
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 to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This
Registration Statement is being filed with the Securities and Exchange Commission (the “SEC”), pursuant to Rule 462(b) under
the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement relates to the public offering
of units (“Units”), each unit consists of: (i) one share of common stock, par value $0.001 per share; (ii) one Series A warrant
to purchase one share of Common Stock; (iii) one Series B warrant to purchase one share of Common Stock; and (iv) one Series C warrant
to purchase one share of Common Stock (and the shares issuable from time to time upon exercise of the Warrants), of Bone Biologics Corporation
(the “Registrant”), contemplated by the Registration Statement on Form S-1, as amended (File No. 333-267588), initially filed
with the SEC by the Registrant on September 23, 2022 (as amended, the “Prior Registration Statement”) pursuant to the Securities
Act, which was declared effective by the SEC on October 6, 2022. The contents of the Prior Registration Statement, including all amendments
and exhibits thereto, are incorporated by reference into this Registration Statement.
The
Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate offering price of the Units to be offered
in the public offering by $658,000.52, which includes additional shares of Common Stock and/or additional Warrants to purchase shares
of Common Stock that the underwriters have the option to purchase, solely to cover over-allotments, if any. The additional Units that
are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate
offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
The
required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith
or incorporated by reference herein.
EXHIBIT
INDEX
* |
Previously
filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No 333-267588), initially
filed with the SEC on September 23, 2022 and incorporated by reference therein. |
SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Burlington, MA, on this 7th day of October 2022.
|
BONE
BIOLOGICS CORPORATION |
|
|
|
|
By: |
/s/
Jeffrey Frelick |
|
|
Jeffrey
Frelick |
|
|
Chief
Executive Officer and President |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
held on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Jeffrey Frelick |
|
Chief
Executive Officer and Director |
|
October
7, 2022 |
Jeffrey
Frelick |
|
(principal
executive officer) |
|
|
|
|
|
|
|
* |
|
Chief
Financial Officer |
|
October
7, 2022 |
Deina
H. Walsh |
|
(principal
financial and accounting officer) |
|
|
|
|
|
|
|
* |
|
Director |
|
October
7, 2022 |
Don
R. Hankey |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
October
7, 2022 |
Bruce
Stroever |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
October
7, 2022 |
Stephen
R. LaNeve |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
October
7, 2022 |
Erick
Lucera |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
October
7, 2022 |
Siddhesh
Angle |
|
|
|
|
|
|
|
|
|
/s/
Jeffrey Frelick |
|
|
|
October
7, 2022 |
Attorney-in-Fact |
|
|
|
|
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