UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 8, 2022, Bone Biologics Corporation (the “Company”) and UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”) entered into a Third Amendment to the Amended License Agreement (the “Third Amendment”) effective May 9, 2022.
In consideration for UCLA TDG agreeing to extend the fifteen (15) Development Milestones, the Company shall, upon the achievement of certain future sales milestones, pay to UCLA TDG a fee (the “Diligence Fee”) of eight million dollars ($8,000,000) in partial consideration of the lost patent lifetime of the UCLA TDG’s Patent Rights.
In order to enable the Company to preserve available capital and resources for the development of the Licensed Products, UCLA TDG will defer payment of the Diligence Fee until the Company or any of its Sublicensees sell any Licensed Product (the “Triggering Sale Date”) in accordance with the payment schedule below:
| ● | Due upon cumulative Net Sales equaling $50,000,000 following the Triggering Sale Date - $2,000,000; | |
| ● | Due upon cumulative Net Sales equaling $100,000,000 following the Triggering Sale Date - $2,000,000; and | |
| ● | Due upon cumulative Net Sales equaling $200,000,000 following the Triggering Sale Date - $4,000,000.” |
The Company’s obligation to pay the Diligence Fee will survive termination or expiration of the agreement and the Company is prohibited from assigning, selling, or otherwise transferring any of its assets related to any Licensed Product unless the Company’s foregoing Diligence Fee obligation is assigned, sold, or transferred along with such assets, or unless the Company pays UCLA TDG the Diligence Fee within ten (10) days of such assignment, sale or other transfer of such rights to any Licensed Product.
The foregoing summary of the Third Amendment is not purported to be complete and is qualified in its entirety by reference to the complete text of such Third Amendment attached hereto as Exhibit 10.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
There are filed as part of this report the exhibits listed on the accompanying Index to Exhibits, which information is incorporated herein by reference.
| Exhibit No. | Description | |
| 10.1 | Third Amendment to the Amended License Agreement between the Company and UCLA TDG, dated May 9, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 9, 2022 | Bone Biologics Corporation | |
| By: | /s/ JEFFREY FRELICK | |
| Name: | Jeffrey Frelick | |
| Title: | Chief Executive Officer | |
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