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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/25/14 Bone Biologics Corp 8-K:1,2,3,5 9/19/14 79:9M M2 Compliance/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 980K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 433K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 47K
Liquidation or Succession
4: EX-3.1I Articles of Incorporation/Organization or Bylaws HTML 28K
5: EX-3.1II Articles of Incorporation/Organization or Bylaws HTML 64K
6: EX-4.1 Instrument Defining the Rights of Security Holders HTML 66K
15: EX-4.10 Instrument Defining the Rights of Security Holders HTML 84K
16: EX-4.11 Instrument Defining the Rights of Security Holders HTML 64K
17: EX-4.12 Instrument Defining the Rights of Security Holders HTML 85K
18: EX-4.13 Instrument Defining the Rights of Security Holders HTML 76K
19: EX-4.14 Instrument Defining the Rights of Security Holders HTML 75K
20: EX-4.15 Instrument Defining the Rights of Security Holders HTML 73K
21: EX-4.16 Instrument Defining the Rights of Security Holders HTML 73K
22: EX-4.17 Instrument Defining the Rights of Security Holders HTML 70K
23: EX-4.18 Instrument Defining the Rights of Security Holders HTML 74K
24: EX-4.19 Instrument Defining the Rights of Security Holders HTML 155K
7: EX-4.2 Instrument Defining the Rights of Security Holders HTML 67K
25: EX-4.20 Instrument Defining the Rights of Security Holders HTML 85K
26: EX-4.21 Instrument Defining the Rights of Security Holders HTML 57K
27: EX-4.22 Instrument Defining the Rights of Security Holders HTML 136K
28: EX-4.23 Instrument Defining the Rights of Security Holders HTML 32K
29: EX-4.24 Instrument Defining the Rights of Security Holders HTML 38K
30: EX-4.25 Instrument Defining the Rights of Security Holders HTML 30K
8: EX-4.3 Instrument Defining the Rights of Security Holders HTML 68K
9: EX-4.4 Instrument Defining the Rights of Security Holders HTML 36K
10: EX-4.5 Instrument Defining the Rights of Security Holders HTML 70K
11: EX-4.6 Instrument Defining the Rights of Security Holders HTML 86K
12: EX-4.7 Instrument Defining the Rights of Security Holders HTML 82K
13: EX-4.8 Instrument Defining the Rights of Security Holders HTML 91K
14: EX-4.9 Instrument Defining the Rights of Security Holders HTML 84K
31: EX-10.1 Material Contract HTML 39K
40: EX-10.10 Material Contract HTML 58K
41: EX-10.11 Material Contract HTML 71K
42: EX-10.12 Material Contract HTML 57K
43: EX-10.13 Material Contract HTML 66K
44: EX-10.14 Material Contract HTML 236K
45: EX-10.15 Material Contract HTML 88K
46: EX-10.16 Material Contract HTML 215K
47: EX-10.17 Material Contract HTML 91K
48: EX-10.18 Material Contract HTML 90K
32: EX-10.2 Material Contract HTML 161K
33: EX-10.3 Material Contract HTML 48K
34: EX-10.4 Material Contract HTML 44K
35: EX-10.5 Material Contract HTML 44K
36: EX-10.6 Material Contract HTML 47K
37: EX-10.7 Material Contract HTML 47K
38: EX-10.8 Material Contract HTML 45K
39: EX-10.9 Material Contract HTML 57K
49: EX-21.1 Subsidiaries List HTML 20K
66: R1 Document and Entity Information HTML 33K
61: R2 Balance Sheets (Unaudited) HTML 166K
64: R3 Balance Sheets (Unaudited) (Parenthetical) HTML 47K
68: R4 Statement of Operations (Unaudited) HTML 77K
76: R5 Statements of Stockholders' Deficit HTML 90K
62: R6 Statements of Stockholders' Deficit HTML 22K
(Parenthetical)
63: R7 Condensed Statements of Cash Flows (Unaudited) HTML 109K
60: R8 Basis of Presentation HTML 29K
58: R9 The Company HTML 37K
77: R10 Summary of Significant Accounting Policies HTML 49K
70: R11 Accrued Expenses HTML 38K
69: R12 Commitments and Contingencies HTML 60K
73: R13 Notes Payable to Related Party HTML 85K
74: R14 Stockholders' Equity HTML 115K
72: R15 Income Taxes HTML 55K
75: R16 Related Party Transactions HTML 32K
65: R17 Subsequent Events HTML 28K
67: R18 Transaction HTML 37K
71: R19 Proforma Adjustments - Consolidated Statement of HTML 47K
Financial Position
79: R20 Proforma Adjustment - Statement of Operations HTML 29K
78: XML IDEA XML File -- Filing Summary XML 63K
56: EXCEL IDEA Workbook of Financial Reports XLSX 113K
59: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 479K
50: EX-101.INS XBRL Instance -- boneb-20140630 XML 1.02M
52: EX-101.CAL XBRL Calculations -- boneb-20140630_cal XML 93K
53: EX-101.DEF XBRL Definitions -- boneb-20140630_def XML 304K
54: EX-101.LAB XBRL Labels -- boneb-20140630_lab XML 353K
55: EX-101.PRE XBRL Presentations -- boneb-20140630_pre XML 307K
51: EX-101.SCH XBRL Schema -- boneb-20140630 XSD 73K
57: ZIP XBRL Zipped Folder -- 0001493152-14-003110-xbrl Zip 77K
| EXHIBIT 4.23 |
THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
PROMISSORY NOTE
For value received, Bone Biologics, Inc., a California corporation (“Borrower” or the “Company”) promises to pay to Musculoskeletal Transplant Foundation, Inc., a District of Columbia non-profit corporation or its assigns (“Lender”) the aggregate principal amount of $500,000.00 or so much thereof as may be advanced from time to time by Lender to Borrower under this Promissory Note (the “Note”) upon their mutual agreement as evidenced by their initials on the attached grid (each, an “Advance” and collectively, the “Advances”) with simple interest on the outstanding principal amount at the rate eight and one-half percent (8.5%) per annum. Interest shall commence with the date hereof and shall continue on the outstanding principal until paid in full. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed.
All payments of interest and principal shall be in lawful money of the United States of America. All payments shall be applied first to accrued interest, and thereafter to principal.
All Advances and prepayments made on account of principal hereof shall be recorded on the grid attached hereto as Exhibit 1 and made a part hereof and initialed by Borrower and Lender where indicated. Each Advance shall be subject to the mutual consent of the Borrower and Lender; provided that nothing set forth in this Note or otherwise shall obligate Lender to make any Advance hereunder. The aggregate principal amount of all Advances shall not exceed $500,000.00.
This Note and all outstanding principal and accrued and unpaid interest shall be due and payable upon demand of the Lender at any time after the date that is 30 days after the most recent Advance made under this Note.
Borrower may prepay this Note at any time.
Borrower hereby waives demand, notice, presentment, protest and notice of dishonor.
Borrower shall use the Advances made hereunder only for operations and general working capital needs.
If there shall be any Event of Default (as defined herein) hereunder, at the option and upon the declaration of the holder of this Note, and notwithstanding anything to the contrary herein, this Note shall accelerate and all principal and unpaid accrued interest shall become due and payable and additional funds otherwise available under this Note will not be Advanced. The occurrence of any one or more of the following shall constitute an Event of Default (each, an “Event of Default”):
C:
| C: 1 |
Borrower files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing;
An involuntary petition is filed against Borrower (unless such petition is dismissed or discharged within sixty (60) days under any bankruptcy statute now or hereafter in effect, or a custodian, receive, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of Borrower; or
Borrower uses any of the proceeds of the Advances for any purpose other than as set forth in Paragraph 6 hereof.
This Note shall be governed by and construed under the laws of the State of New Jersey, as applied to agreements among New Jersey residents, made and to be performed entirely within the State of New Jersey, without giving effect to conflicts of laws principles.
Notwithstanding any provision contained herein, if at any time the rate of interest on this Note shall be deemed by any competent court of law, governmental agency or tribunal to exceed the maximum rate of interest permitted to be charged by Lender to Borrower under applicable law, then, during such time as such rate of interest would be deemed excessive, that portion of each sum paid attributable to that portion of such interest rate exceeding the maximum rate so permitted shall be deemed a voluntary prepayment of principal.
Any term of this Note may be amended or waived with the written consent of Borrower and the Lender.
This Note may not be transferred or assigned, other than to Bone Biologics, Corp., without the prior written consent of the Lender.
[Signature Page Follows]
C:
| 2 |
IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first above written.
| ATTEST: | BONE BIOLOGICS, INC. | |||
| By: | /s/ Jamie Worth | By: | /s/ William Jay Treat | |
| Name: | Jamie Worth | Name: | William Jay Treat | |
| Title: | Director of H.R., | Title: | President and Chief | |
| AFH Holding & Advisory, LLC | Technology Officer | |||
C:
| 3 |
EXHIBIT 1
ADVANCES AND PREPAYMENTS OF PRINCIPAL
| Date |
Amount of |
Amount of Loan Prepaid This Date |
Principal Balance Remaining Unpaid |
Initials (Borrower and Lender) | ||||
C:
| 4 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/25/14 | |||
| For Period end: | 9/19/14 | 3, 4 | ||
| 9/15/14 | 10-Q | |||
| List all Filings | ||||