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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 20, 2023

 

 

 

BONE BIOLOGICS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40899   42-1743430

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

2 Burlington Woods Drive, Ste. 100

Burlington, MA

   01803
(Address of principal executive offices)   (Zip Code)

 

(Registrant’s telephone number, including area code): (781) 552-4452

 

(Former name or former address, if changed since last report)

 

 

 

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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   BBLG   Nasdaq Capital Market
         
Warrants to Purchase Common Stock, $0.001 par value per share   BBLGW   Nasdaq Capital Market

 

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).

 

Emerging growth company ☐

 

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 in Fiscal Year.

 

On October 20, 2023, the Board of Directors of Bone Biologics Corporation (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws (the “Amendment”). The Amendment, which became effective immediately, reduces the quorum requirement at all meetings of the Company’s stockholders from a majority in voting power of the Company’s common stock issued and outstanding and entitled to vote at the meeting to at least one-third in voting power of the Company’s common stock issued and outstanding and entitled to vote at the meeting. This description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Exhibit No.   Description
3.1   Amendment No. 1 to the Amended and Restated Bylaws 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.

 

    BONE BIOLOGICS CORPORATION
     
Date: October 24, 2023    
  By: /s/ Jeffrey Frelick 
    Jeffrey Frelick, Chief Executive Officer

 

 

 

Exhibit 3.1

 

AMENDMENT NO. 1

TO THE AMENDED AND RESTATED BYLAWS

OF

BONE BIOLOGICS CORPORATION

 

On October 20, 2023 the Board of Directors of Bone Biologics Corporation, a Delaware corporation, approved by unanimous written consent to amend the Corporation’s Amended and Restated Bylaws as follows:

 

  1. Section 2.8 of the Amended and Restated Bylaws is hereby amended and restated in its entirety to read as follows:

 

“Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the holders of at least one-third of the voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.”

 

 

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Oct. 20, 2023
Document Type 8-K
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Document Period End Date Oct. 20, 2023
Current Fiscal Year End Date --12-31
Entity File Number 001-40899
Entity Registrant Name BONE BIOLOGICS CORPORATION
Entity Central Index Key 0001419554
Entity Tax Identification Number 42-1743430
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 2 Burlington Woods Drive
Entity Address, Address Line Two Ste. 100
Entity Address, City or Town Burlington
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01803
City Area Code (781)
Local Phone Number 552-4452
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, par value $0.001 per share  
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol BBLG
Security Exchange Name NASDAQ
Warrants to Purchase Common Stock, $0.001 par value per share  
Title of 12(b) Security Warrants to Purchase Common Stock, $0.001 par value per share
Trading Symbol BBLGW
Security Exchange Name NASDAQ
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