S-1MEF 1 forms-1mef.htm

 

As filed with the Securities and Exchange Commission on October 12, 2021

 

Registration No. 333-

 

 

 

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 No.)

 

2 Burlington Woods Drive

Suite 100

Burlington, MA 01803

617-312-4862

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Jeffrey Frelick

Chief Executive Officer

Bone Biologics Corporation

2 Burlington Woods Drive

Suite 100

Burlington, MA 01803

702-514-4174

(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

Telephone: (310) 553-4441

Richard Friedman

Jeffrey Fessler, Esq.

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112-0015

Telephone: (212) 653-8700

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-257484

 

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 checkmark 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. ☐

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities To Be Registered  Proposed
Maximum
Aggregate
Offering
Price(1)(2)		   Amount of
Registration
Fee(1)		 
Units consisting of:        
(i) Common stock, $0.001 par value per share  $1,519,370.75   $140.85 
(ii) Warrants to purchase shares of common stock, par value $0.001 per share(3)(4)   -    - 
Shares of common stock, par value $0.001 per share underlying Warrants  $1,823,244.90   $169.01 
Representative’s Warrants to purchase shares of common stock (5)   -    - 
Common stock issuable upon exercise of Representative’s Warrants(6)  $109,394.69   $10.14 
Total  $3,452,010.34   $320.00 

 

(1)

The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), based on the proposed maximum aggregate offering price. The Registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $25,301,680 on a Registration Statement on Form S-1, as amended (File No. 333-257484), which was declared effective by the Securities and Exchange Commission on October 12, 2021. In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $3,452,010.34 is hereby registered, which includes the additional shares of common stock and warrants to purchase shares of common stock issuable upon the exercise of the underwriters’ option to purchase additional shares of common stock and warrants to purchase shares of common stock to cover over-allotments, if any.

 

(2)

Pursuant to Rule 416 under the Securities Act, the common stock registered hereby also include an indeterminate number of additional common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.

 

(3)

In accordance with Rule 457(i) under the Securities Act, no separate registration fee is required with respect to the warrants registered hereby.

 

(4)

There will be issued warrants to purchase one share of common stock. The warrants are exercisable at a per share exercise price equal to 120% of the offering price of one Unit.

 

(5)

No separate registration fee is required pursuant to Rule 457(g) under the Securities Act.

 

(6) The Registrant agreed to issue, at the closing of this offering, warrants to WallachBeth Capital, LLC, as representative of the underwriters, entitling it to purchase 6% of the aggregate (i) Units and (ii) shares of common stock and/or warrants to cover over-allotments, if any, being sold in this offering. The exercise price of the warrants is equal to 120% of the offering price of one Unit offered hereby.

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under 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 consisting of one share of common stock (“Common Stock”), par value $0.001 per share, and one warrant (“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. 333-257484), initially filed with the SEC by the Registrant on August 30, 2021 (as amended, the “Prior Registration Statement”) pursuant to the Securities Act, which was declared effective by the SEC on October 12, 2021. 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 $3,452,010.34, 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.

 

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EXHIBIT INDEX

 

Exhibit

Number

   Description of Exhibit
5.1   Opinion of TroyGould PC
23.1   Consent of Independent Registered Public Accounting Firm (Weinberg & Company)
23.2   Consent of TroyGould PC (included in Exhibit 5.1)
24.1*   Power of Attorney

 

* Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No 333-257484), initially filed with the SEC on August 30, 2021 and incorporated by reference therein.

 

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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 12th day of October 2021.

 

  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 12, 2021
Jeffrey Frelick   (principal executive officer)    
         
*   Chief Financial Officer   October 12 , 2021
Deina H. Walsh   (principal financial and accounting officer)    
         
*   Director   October 12, 2021
Bruce Stroever        
         
*   Director   October 12, 2021
Bret Hankey        
         
*   Director   October 12, 2021
Don R. Hankey        
         
*   Director   October 12, 2021
Stephen R. LaNeve        
         
/s/ Jeffrey Frelick       October 12, 2021
Attorney-in-Fact        

 

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