Bone Biologics Corporation

09/27/2024 | Press release | Distributed by Public on 09/27/2024 15:06

Material Agreement Form 8 K

Item 1.01 Entry Into a Material Definitive Agreement.

On September 27, 2024, Bone Biologics Corporation (the "Company") entered into an At The Market Offering Agreement (the "Agreement") with H.C. Wainwright & Co., LLC, as sales agent ("Wainwright"), to sell shares of its common stock, par value $0.001 per share (the "Shares") from time to time, in an "at the market offering" program through Wainwright, with certain limitations on the amount of Shares that may be offered and sold thereunder. The sales, if any, of the Shares made under the Agreement will be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the "Securities Act") including sales made directly on or through the Nasdaq Capital Market or on any other existing trading market for the Company's common stock, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law.The Shares, if any, will be issued pursuant to a prospectus supplement, dated September 27, 2024, and an accompanying base prospectus, dated July 11, 2022, contained therein (the "ATM Prospectus Supplement"), which together form a part of the Company's "shelf" registration statement on Form S-3 (File No. 333-265872) filed by the Company with the Securities and Exchange Commission ("SEC") on June 28, 2022 and declared effective by the SEC on July 11, 2022. The aggregate market value of the Shares eligible for sale under the ATM Prospectus Supplement is currently $1,143,121, which is based on the limitations of General Instruction I.B.6 of Form S-3.

The Company will pay Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide Wainwright with customary indemnification and contribution rights, including for liabilities under the Securities Act. The Company will also reimburse Wainwright for certain specified expenses in connection with entering into the Agreement in an amount not to exceed $100,000 in the aggregate, in addition to $5,000 per annual due diligence session update in connection with the filing of the Company's Annual Report on Form 10-K and $2,500 per quarterly due diligence update session in connection with the filing of the Company's Quarterly Reports on Form 10-Q for Wainwright's counsel's fees. The Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.

The Company is not obligated to sell any of the Shares under the Agreement and may at any time suspend solicitation and offers thereunder. The offering of the Shares pursuant to the Agreement will terminate on the earlier of (i) the sale, pursuant to the Agreement, of the Shares having an aggregate sales price of $1,143,121 and (ii) the termination of the Agreement by either the Company or Wainwright, as permitted therein.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

The legal opinion of Harter Secrest & Emery LLP, counsel to the Company, relating to the legality of the Shares is filed as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares nor any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.