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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/06/23 Bone Biologics Corp. 8-K:5,9 6/05/23 12:3.1M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 46K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 6K 7: R1 Cover HTML 51K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- form8-k_htm XML 20K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.DEF XBRL Definitions -- bblg-20230605_def XML 73K 5: EX-101.LAB XBRL Labels -- bblg-20230605_lab XML 103K 6: EX-101.PRE XBRL Presentations -- bblg-20230605_pre XML 70K 3: EX-101.SCH XBRL Schema -- bblg-20230605 XSD 14K 11: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 12: ZIP XBRL Zipped Folder -- 0001493152-23-020241-xbrl Zip 21K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i June 5, 2023
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-40899 | i 42-1743430 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 2 Burlington Woods Drive, i Ste. 100 i Burlington, i MA |
i 01803 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (781) i 552-4452
Securities registered pursuant to section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year. |
Reverse Stock Split
On June 5, 2023, Bone Biologics Corporation (the “Company”) filed an amendment to its Certificate of Incorporation, as amended, (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-30 reverse stock split of its outstanding common stock and warrants. The Amendment was effective on June 5, 2023 (the “Effective Time”). The Amendment was authorized by stockholders holding a majority of the voting power of our common stock by a written consent on May 1, 2023.
The Amendment provides that, at the Effective Time, every 30 shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share. The reverse split will affect all shares of the Company’s common stock outstanding immediately prior to the Effective Time. As a result of the reserve stock split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options and warrants issued by the Company and outstanding immediately prior to the Effective Time, which will result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the Effective Time will be reduced proportionately.
No fractional shares will be issued as a result of the reverse stock split. Any fractional share resulting from the reverse stock split will be rounded up to the nearest whole share. The reverse stock split will affect all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the reverse stock split results in any stockholder owning only a fractional share).
The Company’s common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on Wednesday, June 7, 2023. The new CUSIP number for the Company’s common stock following the reverse stock split is 098070402. The Company’s publicly traded warrants will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on Wednesday, June 7, 2023. The new CUSIP number for the Company’s warrants following the reverse stock split is 098070154.
The Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Bone Biologics Corporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 6, 2023 | BONE BIOLOGICS CORPORATION | |
| By: | /s/ JEFFREY FRELICK | |
| Jeffrey Frelick, Chief Executive Officer | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/7/23 | ||||
| Filed on: | 6/6/23 | |||
| For Period end: | 6/5/23 | |||
| 5/1/23 | PRE 14C, S-1 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/24 Bone Biologics Corp. S-1/A 3:393K M2 Compliance LLC/FA 2/23/24 Bone Biologics Corp. S-1/A 7:1.3M M2 Compliance LLC/FA 2/21/24 Bone Biologics Corp. 10-K 12/31/23 63:6.3M M2 Compliance LLC/FA 1/30/24 Bone Biologics Corp. S-1 64:9.1M M2 Compliance LLC/FA 1/17/24 Bone Biologics Corp. S-3/A 3:632K M2 Compliance LLC/FA 1/05/24 Bone Biologics Corp. S-3 5:490K M2 Compliance LLC/FA 11/20/23 Bone Biologics Corp. 424B5 1:626K M2 Compliance LLC/FA 9/15/23 Bone Biologics Corp. S-8 9/15/23 4:121K M2 Compliance LLC/FA 8/14/23 Bone Biologics Corp. 10-Q 6/30/23 51:3.6M M2 Compliance LLC/FA 6/16/23 Bone Biologics Corp. 424B4 1:339K M2 Compliance LLC/FA 6/13/23 Bone Biologics Corp. S-1/A 6:1M M2 Compliance LLC/FA 6/06/23 Bone Biologics Corp. S-1/A 6:1M M2 Compliance LLC/FA |