UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by Registrant |
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|
Filed
by Party other than Registrant |
☐ |
|
Check
the appropriate box: |
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Materials under §240.14a-12 |
Bone
Biologics Corporation
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box): |
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No
fee required |
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Fee
paid previously with preliminary materials |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
BONE
BIOLOGICS CORPORATION
2
Burlington Woods Drive, Ste 100
Burlington,
MA 01803
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TUESDAY,
DECEMBER 12, 2023
To
the Stockholders of Bone Biologics Corporation:
We
would like to invite you to attend a special meeting of stockholders (the “Special Meeting”) of Bone Biologics Corporation
(the “Company,” “we,” “us,” or “our”), which will be held on Tuesday December 12,
2023 at 10 a.m. Eastern Time. The Special Meeting will be at Bone Biologics Corporation offices, 2 Burlington Woods Drive, Ste 100,
Burlington, MA 01803. Our board of directors has fixed the close of business on November 15, 2023 as the record date for determining
the stockholders entitled to notice of and to vote at the Special Meeting and at any adjournment of the Special Meeting.
The
Special Meeting is being held for the following purposes, as more fully described in the accompanying proxy statement:
| 1. | To
approve an amendment to the Company’s Amended and Restated Certificate of Incorporation,
as amended, to effect a reverse stock split of the Company’s common stock in a
range of 1-for-5 to 1-for-20, at the discretion of the board of directors; and |
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| 2. | To
approve
any adjournment of the Special Meeting from time to time, if necessary or appropriate, including
to solicit additional votes in favor of Proposal One, if there are not sufficient votes at
the time of the Special Meeting to adopt Proposal One and/or to establish a quorum. |
We
will also consider and take action upon such other matters as may properly come before the Special Meeting or any adjournment or postponement
thereof.
Whether
or not you expect to attend the Special Meeting, your vote is important. The board of directors respectfully requests that you vote your
stock, regardless of the number of shares you own, in the manner described in the proxy statement. You may revoke your proxy in the manner
described in the proxy statement at any time before it has been voted at the Special Meeting.
Our
board of directors recommends a vote FOR Proposal One and Proposal Two. Stockholders of record at the close of business on November
15, 2023 are entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. For ten days prior to the
meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any
purpose relating to the meeting, during ordinary business hours at our principal offices located at 2 Burlington Woods Drive, Ste 100,
Burlington, MA 01803.
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Sincerely, |
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Don
Hankey |
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Chairman
of the Board of Directors |
November
, 2023
YOUR
VOTE IS IMPORTANT
You
may vote your shares via the Internet, over the telephone, or by mail by marking, dating and signing the
proxy
card or voting instruction form and mailing it promptly in the return envelope provided.
www.proxypush.com/BBLG |
TABLE
OF CONTENTS
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
proxy statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995, as amended, that are based on expectations, estimates and projections as of the date of this proxy statement. All statements
other than statements of historical facts contained in this proxy statement, including statements regarding effecting the reverse stock
split, the timing of the reverse stock split, the principal effects of the reverse stock split, and the intended benefits of the reverse
stock split, are forward-looking statements.
The
words “anticipate,” “believe,” “could,” “expect,” “forecast,” “intend,”
“may,” “plan,” “potential,” “should,” “will,” “would,”
and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially from anticipated results, including:
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the
effect of the reverse stock split on the price of our common stock; |
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the
effect of the reverse stock split on the liquidity of our common stock; and |
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our
ability to regain compliance with the listing standards of the Nasdaq Capital Market. |
We
caution you that the foregoing list may not contain all of the forward-looking statements made in this proxy statement. We have based
these forward-looking statements largely on our current expectations about future events. These forward-looking statements are subject
to a number of risks, uncertainties and assumptions, including those described in “Proposal One: Approval of Amendment to the Charter
to Effect a Reverse Stock Split of the Common Stock at the Discretion of the Board—Certain Risks and Potential Disadvantages Associated
with the Reverse Stock Split” and in our other filings with the Securities and Exchange Commission. In light of these risks, uncertainties
and assumptions, the forward-looking events and circumstances discussed in this proxy statement may not occur and actual results could
differ materially and adversely from those anticipated or implied in the forward-looking statements.
You
should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee that the future results, performance or events and circumstances
reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking
statements for any reason after the date of this proxy statement to conform these statements to actual results or to changes in our expectations.
BONE
BIOLOGICS CORPORATION
PROXY
STATEMENT
FOR
THE SPECIAL MEETING OF STOCKHOLDERS
QUESTIONS
AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why
am I receiving these materials?
The
board of directors (the “Board”) of Bone Biologics Corporation, a Delaware corporation (the “Company,” “we,”
“our,” or “us”), has delivered printed proxy materials to you by mail and is soliciting your proxy to vote at
the special meeting of stockholders (the “Special Meeting”) to be held on Tuesday, December 12, 2023, at 10 a.m. Eastern
Time, or at any adjournment or postponement of the meeting, for the purposes set forth in this proxy statement and in the accompanying
notice of special meeting of stockholders.
We
are holding the Special Meeting at Bone Biologics Corporation offices, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803. As a
stockholder, you are invited to attend the Special Meeting and are entitled and requested to vote on the proposals described in this
Proxy Statement. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may vote by the internet, by
telephone or by mailing a proxy card or voting instruction form.
We
are making these proxy materials available to stockholders on or about November , 2023.
What
is included in these proxy materials?
These
proxy materials include the Notice of the Special Meeting, this proxy statement, and a proxy card.
What
am I voting on?
The
Board is soliciting your proxy in connection with the Special Meeting to be held on Tuesday December 12, 2023, at 10 a.m. Eastern
Time, and any adjournment or postponement thereof. You are voting on the following proposals:
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Proposal
One: to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”),
to effect a reverse stock split of our common stock in a range of 1-for-5 to 1-for-20, at the discretion of the Board; |
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Proposal
Two: to approve any adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional
votes in favor of Proposal One if there are not sufficient votes at the time of the Special Meeting to adopt Proposal One and/or
to establish a quorum (the “Adjournment”). |
How
does the Board recommend I vote?
Our
Board recommends that the stockholders vote their shares:
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FOR
the approval of an amendment to the Charter to effect a reverse stock split of our common stock in a range of 1-for-5 to 1-for-20,
at the discretion of the Board; and |
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FOR
the approval of any adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional
votes in favor of Proposal One if there are not sufficient votes at the time of the Special Meeting to adopt Proposal One and/or
to establish a quorum. |
Will
there be any other items of business addressed at the Special Meeting?
As
of the date of this proxy statement, we are not aware of any other matter to be presented at the Special Meeting. If any other matter
is properly brought before the Special Meeting, the proxy holders will vote on such matter in their discretion.
Who
can vote at the Special Meeting?
Only
stockholders at the close of business on November 15, 2023, the record date for the Special Meeting (the “Record Date”),
will be entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof. As of the Record Date, there
were shares of our common stock outstanding and entitled to vote.
Stockholders
of Record: Shares Registered in Your Name. If on the Record Date, your shares of our common stock were registered directly in your
name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record.
Beneficial
Owners: Shares Registered in the Name of a Broker or Bank. If on the Record Date, your shares of our common stock were held in an
account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street
name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered
the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker
or other agent on how to vote the shares in your account or you may work with your broker to arrange to vote your shares directly at
the Special Meeting. You are also invited to participate in the Special Meeting. Your broker, bank or nominee (“broker”)
has enclosed or provided voting instructions for you to use to direct the broker on how to vote your shares.
How
do I vote?
Stockholders
of Record. If you are a stockholder of record, there are four ways to vote:
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By
internet at www.proxypush.com/BBLG. We encourage you to vote this way. |
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By
touch tone telephone: call toll-free at (866) 883-3382. |
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By
completing and mailing your proxy card. |
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In person at the Special Meeting. |
Whether
or not you plan to attend the Special Meeting, we urge you to vote to ensure your vote is counted. You may still attend the Special Meeting
and vote your shares if you have already voted by proxy. Only the latest vote you submit will be counted. For instructions on how to
change your vote, see the “Can I change my vote or revoke my proxy?” section below.
Beneficial
Owners. If you hold your shares in “street name” as a beneficial owner of shares registered in the name of your broker,
you must vote your shares in the manner prescribed by your broker. Your broker has enclosed or otherwise provided a voting instruction
card for you to use in directing the broker how to vote your shares. Check the voting instruction card used by that organization to see
if it offers internet or telephone voting. We encourage you to vote by internet or telephone if offered by your broker.
Please note that if
your shares are held by a broker or other financial institution and you wish to vote in person at the Special Meeting, you must bring
to the Special Meeting a legal proxy from the broker or other financial institution that gives you the right to vote your shares at the
Special Meeting in person.
How
many votes do I have?
On
each matter to be voted upon at the Special Meeting, you have one vote for each share of common stock you owned as of the Record Date.
What
is the quorum requirement?
A
quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least one-third of the shares issued and
outstanding and entitled to vote are “present” at the Special Meeting. As of the Record Date, there were shares
of our common stock issued and outstanding and entitled to vote.
If
you are a stockholder of record, your shares will be counted as “present” at the Special Meeting if:
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You
attend and vote at the Special Meeting; |
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You
have voted in advance by internet or telephone; or |
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You
have properly submitted a proxy card. |
If
your shares are held in street name, your shares will be counted as “present” at the Special Meeting if your broker has voted
on a discretionary item or your broker has otherwise voted based on your instructions.
Abstentions
will be counted towards the quorum requirement. If there is no quorum, then the chairperson of the Special Meeting or a majority
of the shares present at the meeting and entitled to vote may adjourn the meeting to another date until a quorum is present.
How
many votes are needed to approve each proposal?
The
table below shows the vote required to approve each of the proposals described in this proxy statement, assuming the presence of a quorum,
virtually or by proxy, at the Special Meeting.
Proposal |
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Voting
Options |
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Vote
Required |
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Effect
of Abstentions |
Proposal
One: To approve an amendment to the Charter to effect a reverse stock split of our common stock in a range of 1-for-5 to 1-for-20 |
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FOR,
AGAINST or ABSTAIN |
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Affirmative
vote of the majority of votes cast on the proposal |
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None |
Proposal
Two: To approve any adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional
votes in favor of Proposal One if there are not sufficient votes at the time of the Special Meeting to adopt Proposal One and/or
to establish a quorum |
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FOR,
AGAINST or ABSTAIN |
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Affirmative
vote of the majority of votes cast on the proposal |
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None |
What
happens if I do not give specific voting instructions?
Stockholder
of Record. If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items
of business at the Special Meeting. However, if you submit a proxy but no instructions are given, the shares represented by the proxy
will be voted on your behalf in accordance with the recommendations of our Board as follows:
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FOR
the approval of an amendment to the Charter to effect a reverse stock split of our common stock in a range of 1-for-5 to 1-for-20,
at the discretion of the Board; and |
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FOR
the approval of any adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional
votes in favor of Proposal One if there are not sufficient votes at the time of the Special Meeting to adopt Proposal One and/or
to establish a quorum. |
In
the event other business properly comes before the Special Meeting or at any adjournment or postponement of the meeting, the individuals
named in the proxy will vote the shares represented by the proxy in their discretion.
Beneficial
Owner. For a beneficial owner of shares held in street name, if a proposal is deemed “routine” and you do not give instructions
to your broker or nominee, they may, but are not required to, vote your shares with respect to the proposal. If the proposal is deemed
“non-routine” and you do not give instructions to your broker or nominee, they may not vote your shares with respect to the
proposal and the shares will be treated as broker non-votes. The determination of whether a proposal is “routine” or “non-routine”
will be made by the NYSE based on NYSE rules that regulate member brokerage firms. When our inspector of election tabulates the votes
for any particular matter, broker non-votes will be counted for purposes of determining whether a quorum is present, but may not otherwise
be counted. We therefore encourage you to provide voting instructions on each proposal to the organization that holds your shares. Because
we anticipate Proposal One and Two are routine matters on which brokers may vote, we do not anticipate any broker non-votes.
Can
I change my vote or revoke my proxy?
If
you are a stockholder of record, you may change your vote by revoking your proxy at any time before it is voted at the Special Meeting
in any one of following ways:
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enter
a timely new vote by internet or telephone; |
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submit
another properly completed, later-dated proxy card; |
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send
a written notice that you are revoking your proxy to: Bone Biologics Corporation, 2 Burlington Woods Drive, Ste 100, Burlington,
MA 01803, Attention: Corporate Secretary, which must be received no later than December 11, 2023; or |
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attend
and vote during the Special Meeting. Attending the Special Meeting without voting during
the meeting will not, by itself, revoke a previously submitted proxy unless you specifically request your prior proxy be revoked. |
If
you hold your shares in street name, contact your broker or other organization regarding how to revoke your instructions and change your
vote. Only your last-submitted, timely vote will count at the Special Meeting.
Who
counts the votes?
Equiniti
Trust Company, LLC has been appointed inspector of election by the Company and will tabulate votes at the Special Meeting.
How
can I find out the voting results of the Special Meeting?
Preliminary
voting results will be announced at the Special Meeting. Final voting results will be published in a Current Report on Form 8-K to be
filed with the Securities and Exchange Commission (“SEC”) within four business days after the Special Meeting.
How
can I attend the Special Meeting?
The
Special Meeting will be held at Bone Biologics Corporation offices, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803. Directions
are available by clicking the address at www.bonebiologics.com.
Can
I obtain a stockholder list?
A
stockholder list will be available for examination by our stockholders at our principal executive offices at 2 Burlington Woods Drive,
Ste 100, Burlington, MA 01803 during ordinary business hours throughout the ten-day period prior to the Special Meeting for any purpose
germane to the Special Meeting.
What
is “householding” and how does it impact me?
We
have adopted a process called “householding” for mailing proxy materials in order to reduce printing and mailing expenses.
The SEC’s householding rules allow us to deliver a single set of proxy materials to stockholders of record who share the
same address. If you share an address with another stockholder and have received only one set of proxy materials, but you would prefer
to continue receiving a separate set of proxy materials, you may request a separate set at no cost to you by writing to Bone Biologics
Corporation, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803, Attention: Corporate Secretary, or by calling (781) 552-4452.
Alternatively, if you are currently receiving multiple sets of the proxy materials at the same address and wish to receive a single copy
in the future, you may contact us by calling or writing to us at the telephone number or address given above.
If
you are a beneficial owner, the broker may deliver only one set of proxy materials to stockholders who have the same address unless the
broker has received contrary instructions from one or more of the stockholders. If you wish to receive a separate set of proxy materials,
now or in the future, you may contact us at the address or telephone number above and we will promptly deliver a separate set. Beneficial
owners sharing an address who are currently receiving multiple copies of the proxy materials and wish to receive a single set in the
future should contact their broker to request that only a single set be delivered to all stockholders at the shared address in the future.
What
does it mean if I receive more than one voting instruction card?
If
you receive more than one voting instruction card, your shares are registered in more than one name or are registered in different accounts.
Please vote using each voting instruction card to ensure that all of your shares are voted.
Where
can I view the proxy materials on the internet?
We
are making this proxy statement and voting instructions available to stockholders on or about November ,
2023, at www.proxydocs.com/BBLG.
How
can I receive a printed copy of the proxy materials?
Stockholder
of Record. You may request a printed copy of the proxy materials by any of the following methods:
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Telephone:
call toll-free at (866) 870-3684; |
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Internet
at www.investorelections.com/BBLG; or |
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E-mail
at paper@investorelections.com. If requesting materials by e-mail, please send a blank e-mail with your 12-digit control number in
the subject line. |
Beneficial
Owner. You may request a printed copy of the proxy materials by following the instructions provided to you by your broker.
In
addition, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.
Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce
the environmental impact of printed materials.
Who
is paying for this proxy solicitation?
Our
Board is soliciting proxies for use at the Special Meeting, and we will bear the cost of the proxy solicitation. In addition to solicitation
by mail, our directors, officers and employees may solicit proxies personally, by telephone, email or other means of communication. We
will not compensate these persons for soliciting proxies on our behalf. We have engaged Advantage Proxy, Inc. to assist in proxy solicitation
and collection at a cost of $5,000 plus out-of-pocket expenses. We will reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners.
PROPOSAL
ONE:
APPROVAL
OF AMENDMENT TO THE CHARTER TO EFFECT A REVERSE STOCK SPLIT OF THE
COMMON
STOCK AT THE DISCRETION OF THE BOARD
General
We
are asking stockholders to approve a proposed amendment to the Charter to implement, at the discretion of the Board at any time prior
to the one-year anniversary of the Special Meeting, a reverse stock split of the outstanding shares of common stock in a range of not
less than 1-for-5 shares and not more than 1-for-20 shares, (the “Reverse Stock Split”). The implementation of the
Reverse Stock Split will not reduce the total number of authorized shares of common stock.
The
Board has unanimously approved and declared advisable the Reverse Stock Split and recommended that our stockholders approve an amendment
to the Charter to effect this proposal. The text of the proposed form of Certificate of Amendment to the Charter (the “Reverse
Split Certificate”) is attached hereto as Appendix A.
If
stockholders approve this proposal, then the Board will cause the Reverse Split Certificate to be filed with the Delaware Secretary of
State and the Reverse Stock Split to be effected only if the Board determines that the Reverse Stock Split would be in the best interests
of the Company and its stockholders. The Board also may determine in its discretion not to effect the Reverse Stock Split and not to
file the Reverse Split Certificate. No further action on the part of stockholders will be required to either implement or abandon the
Reverse Stock Split.
The
Reverse Split Certificate will effect a reverse stock split of the outstanding shares of common stock at a reverse stock split ratio
ranging from 1-for-5 to 1-for-20, as determined by the Board. We are proposing that the Board have the discretion to select the
Reverse Stock Split ratio from within this range, rather than proposing that stockholders approve a specific ratio at this time, in order
to give the Board the flexibility to implement a Reverse Stock Split at a ratio that reflects the Board’s then-current assessment
of the factors described below under “Criteria to be Used for Determining Whether to Implement Reverse Stock Split.” We believe
that enabling the Board to set the ratio of the Reverse Stock Split within the stated range is in the best interests of the Company and
its stockholders because it will provide us with the flexibility to implement the Reverse Stock Split in a manner designed to maximize
the anticipated benefits for the Company and its stockholders and because it is not possible to predict market conditions at the time
the Reverse Stock Split would be implemented.
As
of the Record Date, there were shares of common stock outstanding. Based on such number of shares of common stock outstanding,
immediately following the effectiveness of the Reverse Stock Split (without giving effect to the issuance of whole shares in lieu of
fractional shares), we will have, depending on the Reverse Stock Split ratio selected by the Board, outstanding shares of stock as illustrated
in the tables under the caption “—Principal Effects of the Reverse Stock Split—General.”
All
holders of common stock will be affected equally by the Reverse Stock Split.
No
fractional shares of common stock will be issued as a result of the Reverse Stock Split. Instead, any stockholders who would have been
entitled to receive a fractional share as a result of the Reverse Stock Split will receive in lieu thereof one additional whole share
of common stock; provided that, whether or not fractional shares would be issuable as a result of the Reverse Stock Split shall be determined
on the basis of (a) the total number of shares of common stock that were outstanding immediately prior to the effective time of the Reverse
Stock Split (the “Effective Time”) and (b) the aggregate number of shares of common stock after the Effective Time into which
the shares of common stock have been reclassified; and with respect to holders of shares of common stock in book-entry form in the records
of the Company’s transfer agent that were outstanding immediately prior to the Effective Time, any holder who would otherwise be
entitled to a fractional share of common stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled
to receive one additional share of common stock automatically and without any action by the holder. Each holder of common stock will
hold the same percentage of the outstanding shares of common stock immediately following the Reverse Stock Split as that stockholder
did immediately prior to the Reverse Stock Split, except to the extent that the Reverse Stock Split results in stockholders receiving
whole shares in lieu of fractional shares. The par value of the common stock will continue to be $0.001 per share (see “—Principal
Effects of the Reverse Stock Split—Effect of Reverse Stock Split on Stated Capital”).
Background
and Reasons for the Reverse Stock Split
The
Board believes that effecting the Reverse Stock Split would help us to:
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maintain
the listing of our common stock and warrants on the Nasdaq Capital Market (“Nasdaq”); |
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increase
the per share price of our common stock; |
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maintain
the marketability and liquidity of our common stock; and |
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provide
other potential benefits. |
Maintain
Our Listing on Nasdaq
One
purpose for effectuating the Reverse Stock Split, should the Board choose to effect it, would be to maintain the listing of our common
stock and warrants on Nasdaq. Our common stock is listed on Nasdaq under the symbol “BBLG.”
On November 17, 2022,
we received a deficiency letter from Nasdaq notifying us that, because the bid price of our common stock closed below $1.00 per share
for 30 consecutive business days, we were no longer in compliance with Nasdaq’s minimum bid price rule, which is a requirement
for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Rule”). We filed an expedited review request and
on June 28, 2023, we received a letter from Nasdaq confirming the decision of a Nasdaq Hearing Panel that, while we demonstrated compliance
with the Minimum Bid Price Rule at that time, based on our recent bid price history, the panel imposed a “Panel Monitor,”
as defined by Nasdaq Listing Rule 5815(d)(4)(A), through June 27, 2024.
On September 27, 2023,
we received a written notice (the “Notice”) from Nasdaq notifying us that we failed to comply with the Minimum Bid Price
Rule. As a result of the imposition of a mandatory Panel Monitor, we were not eligible for a compliance period to regain compliance with
the Minimum Bid Price Rule. Accordingly, the Nasdaq staff determined to delist our securities from Nasdaq (the “Staff Determination”).
We timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”), to appeal the Staff Determination, which request
stayed any delisting action pending the issuance of the Panel’s determination. The Panel hearing is scheduled for November 30,
2023.
As
of the Record Date, the closing price of one share of our common stock was $ . The Reverse
Stock Split, if effected, should have the immediate effect of increasing the price of our common stock as reported on Nasdaq, which
we believe would reduce the risk that our common stock will be delisted from Nasdaq.
Our
Board believes that the Reverse Stock Split is necessary to maintain our listing on Nasdaq. Accordingly, the Board
recommended that our stockholders approve the Reverse Split Certificate to effect the Reverse Stock Split and directed that this proposal
be submitted to our stockholders for approval at the Special Meeting. Failure to approve the Reverse Stock Split may have serious, adverse
effects on the Company and its stockholders.
Increase
the Per Share Price of Common Stock
If
the Board chooses to effect the Reverse Stock Split, we believe it would increase the per share price of the common stock. In determining
to seek authorization for this proposal, the Board considered that, by effectively condensing a number of pre-split shares into one share
of common stock, the market price of a post-split share should generally be greater than the current market price of a pre-split share.
Maintain
the Marketability and Liquidity of the Common Stock
The
Board believes that the increased market price of the common stock expected as a result of implementing the Reverse Stock Split could
improve the marketability and liquidity of the common stock and encourage interest and trading in the common stock. For example, certain
practices and policies favor higher-priced securities listed on a national securities exchange, like Nasdaq, over lower-priced securities
quoted on the over-the-counter markets:
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Stock
Price Requirements: Many brokerage firms have internal policies and practices that have the effect of discouraging individual
brokers from recommending lower-priced securities to their clients. Many institutional investors have policies prohibiting them from
holding lower-priced securities in their portfolios, which reduces the number of potential purchasers of the common stock. Investment
funds may also be reluctant to invest in lower-priced securities. |
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● |
Stock
Price Volatility: A higher stock price may increase the acceptability of the common stock to a number of long-term investors
who may not find the common stock attractive at its current prices due to the trading volatility often associated with securities
below certain prices. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage
of lower-priced securities. |
|
● |
Transaction
Costs: Investors may be dissuaded from purchasing securities below certain prices because brokers’ commissions, as a percentage
of the total transaction value, can be higher for lower-priced securities. |
|
● |
Access
to Capital Markets: If our appeal of the Staff Determination to delist our securities is not successful or we were unable
to regain compliance with the Minimum Bid Price Rule and our common stock is delisted from Nasdaq, investor demand
for additional shares of our common stock would be limited, thereby preventing us from accessing the public equity markets as a strategy
to raise additional capital. |
We
believe that the Reverse Stock Split, if effected, could increase analyst and broker interest in our common stock by avoiding these internal
policies and practices. Increasing visibility of our common stock among a larger pool of potential investors could result in higher trading
volumes. We also believe that the Reverse Stock Split may make our common stock a more attractive and cost-effective investment for many
investors, which could enhance the liquidity of the common stock for our stockholders. These increases in visibility and liquidity could
also help facilitate future financings and give management more flexibility to focus on executing our business strategy, which includes
the strategic management of authorized capital for business purposes.
In
evaluating whether to seek stockholder approval for the Reverse Stock Split, the Board took into consideration negative factors associated
with reverse stock splits. These factors include the negative perception of reverse stock splits that investors, analysts and other stock
market participants may hold; the fact that the stock prices of some companies that have effected reverse stock splits, including the
Company, have subsequently declined, sometimes significantly, following their reverse stock splits; the possible adverse effect on liquidity
that a reduced number of outstanding shares could cause; and the costs associated with implementing a reverse stock split.
Accordingly,
after taking into account the negative factors associated with reverse stock splits and based on the positive factors discussed herein,
the Board believes that being able to effect the Reverse Stock Split is in the best interests of the Company and its stockholders.
Criteria
to be Used for Determining Whether to Implement Reverse Stock Split
In
determining whether and when to effect the Reverse Stock Split and which Reverse Stock Split ratio to implement, if any, following receipt
of stockholder approval of this proposal, the Board may consider factors such as:
|
● |
whether the Panel grants us additional time to regain
compliance with the Minimum Bid Price Rule; |
|
● |
the
historical trading price and trading volume of the common stock; |
|
● |
the
then-prevailing trading price and trading volume of the common stock and the expected impact of the Reverse Stock Split on the trading
market for the common stock in the short- and long-term; |
|
● |
the
continued listing requirements for the common stock on Nasdaq or other applicable exchange and our ability to maintain the listing
of our common stock on Nasdaq; |
|
● |
actual
and forecasted results of operations, and the likely effect of these results on the market price of common stock; |
|
● |
the
projected impact of the Reverse Stock Split ratio on trading liquidity in the common stock; |
|
● |
the
number of shares of common stock outstanding and the potential devaluation of our market capitalization as a result of the Reverse
Stock Split; |
|
● |
the
anticipated impact of a particular Reverse Stock Split ratio on our ability to reduce administrative and transactional costs; and |
|
● |
prevailing
general market, industry and economic conditions. |
Certain
Risks and Potential Disadvantages Associated with the Reverse Stock Split
We
cannot assure you that the proposed Reverse Stock Split will increase the price of our common stock.
We
expect that the Reverse Stock Split will increase the market price of our common stock. However, the effect of the Reverse Stock Split
on the market price of our common stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies
of similar size to us is varied, particularly because investors may view a reverse stock split negatively. It is possible that the per
share price of our common stock after the Reverse Stock Split will not increase in the same proportion as the reduction in the number
of outstanding shares of common stock following the Reverse Stock Split, and the Reverse Stock Split may not result in a per share price
that would attract investors who do not trade in lower-priced securities. In addition, we cannot assure you that our common stock will
be more attractive to investors. Even if we implement the Reverse Stock Split, the market price of our common stock may decrease due
to factors unrelated to the Reverse Stock Split, including our future performance, similar to the prior reverse stock split by the Company.
If the Reverse Stock Split is consummated and the trading price of our common stock declines, the percentage decline as an absolute number
and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.
The
proposed Reverse Stock Split may decrease the liquidity of our common stock and result in higher transaction costs.
The
Reverse Stock Split may decrease the liquidity of our common stock because fewer shares would be outstanding after the Reverse Stock
Split. In addition, if the Board implements the Reverse Stock Split, more stockholders may own “odd lots” of fewer than 100
shares of common stock, which may be more difficult to sell. Brokerage commissions and other costs of transactions in odd lots are generally
higher than the costs of transactions of more than 100 shares or multiples of 100 shares of common stock. Accordingly, the Reverse Stock
Split may not achieve the desired results of increasing marketability of the common stock as described above.
If
the Reverse Stock Split is approved and effected, the resulting per-share market price may not attract institutional investors or investment
funds and may not satisfy the investing guidelines of such investors and, consequently, the trading liquidity of our common stock may
not improve.
While
the Board believes that a higher stock price may help generate investor interest, there can be no assurance that the Reverse Stock Split
will result in a per-share market price that will attract institutional investors or investment funds or that such share price will satisfy
the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our common stock may not
necessarily improve.
A
decline in the market price of our common stock after the Reverse Stock Split is approved and effected may result in a greater percentage
decline than would occur in the absence of the Reverse Stock Split.
If
the Reverse Stock Split is approved and effected and the market price of our common stock declines, the percentage decline may be greater
than would occur in the absence of the Reverse Stock Split. The market price of our common stock will, however, also be based upon our
performance and other factors, which are unrelated to the number of shares of common stock outstanding.
We
are currently not in compliance with the Nasdaq continued listing requirements and have received a Staff Determination to delist our
securities from Nasdaq. If we are unable to successfully appeal the Staff Determination and regain compliance with Nasdaq’s listing
requirements, our securities will be delisted, which would negatively impact our common stock’s market price and liquidity and
reduce our ability to raise capital.
On
November 17, 2022, we received a deficiency letter from Nasdaq notifying us that, because the bid price of our common stock closed below
$1.00 per share for 30 consecutive business days, we were no longer in compliance with the Minimum Bid Price Rule. We filed an expedited
review request and on June 28, 2023, we received a letter from Nasdaq confirming the decision of a Nasdaq Hearing Panel that, while we
demonstrated compliance with the Minimum Bid Price Rule at that time, based on our recent bid price history, the panel imposed a “Panel
Monitor,” as defined by Nasdaq Listing Rule 5815(d)(4)(A), through June 27, 2024.
On
September 27, 2023, we received the Notice from Nasdaq notifying us that we failed to comply with the Minimum Bid Price Rule. As a result
of the imposition of a mandatory Panel Monitor, we were not eligible for a compliance period to regain compliance with the Minimum Bid
Price Rule and received a Staff Determination to delist our securities from Nasdaq. We timely requested a hearing before a Panel, to
appeal the Staff Determination, which request stayed any delisting action pending the issuance of the Panel’s determination. The
Panel hearing is scheduled for November 30, 2023.
We
cannot assure you that we will be successful in our appeal of the Staff Determination or, even if the appeal is successful, that we will
be able to regain compliance with the Minimum Bid Price Rule and maintain compliance with Nasdaq’s other continued listing standards.
Accordingly, our common stock could be delisted from Nasdaq. We and holders of our securities could be materially adversely impacted
if our securities are delisted from Nasdaq. In particular:
● |
we may be unable to
raise equity capital on acceptable terms or at all; |
● |
we may lose the confidence
of our business partners, which would jeopardize our ability to continue our business as currently conducted; |
● |
the price of our common
stock will likely decrease as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption
of state securities laws; |
● |
holders may be unable
to sell or purchase our securities when they wish to do so; |
● |
we may become subject
to stockholder litigation; |
● |
we may lose the interest
of institutional investors in our common stock; |
● |
we may lose media and
analyst coverage; |
● |
our common stock could
be considered a “penny stock,” which would likely limit the level of trading activity in the secondary market for our
common stock; and |
● |
we would likely lose
any active trading market for our common stock, as it may only be traded on one of the over-the-counter markets, if at all. |
Effective
Time
The
Effective Time, if the Reverse Stock Split is approved by stockholders and implemented by us, will be the date and time that is determined
by the Board, but will be no later than the one-year anniversary of the Special Meeting.
If,
at any time prior to the filing of the Reverse Split Certificate with the Delaware Secretary of State, the Board, in its discretion,
determines that it is in the best interests of the Company and its stockholders to delay the filing of the Reverse Split Certificate
or to abandon the Reverse Stock Split, the Reverse Stock Split may be delayed or abandoned, without any further action by our stockholders.
At
the Effective Time, the Reverse Stock Split will combine, automatically and without any action on the part of us or our stockholders,
the shares of common stock outstanding immediately prior thereto into a lesser number of new shares of common stock in accordance with
the Reverse Stock Split ratio determined by the Board within the limits set forth in this proposal, and will round any fractional shares
up to the nearest whole share.
Fractional
Shares
Stockholders
will not receive fractional shares of common stock in connection with the Reverse Stock Split. Instead, stockholders who otherwise would
be entitled to receive fractional shares because they hold a number of shares not evenly divisible by the ratio of the Reverse Stock
Split will automatically be entitled to receive an additional share of common stock. In other words, any fractional share will be rounded
up to the nearest whole number. Shares of common stock held in registered form and shares of common stock held in “street name”
(that is, through a broker) for the same stockholder will be considered held in separate accounts and will not be aggregated when effecting
the Reverse Stock Split.
Principal
Effects of the Reverse Stock Split
General
After
the Effective Time, the number of our outstanding shares of common stock will decrease at the Reverse Stock Split ratio of not less than
1-for-5 and not more than 1-for-20. The Reverse Stock Split would be effected simultaneously for all shares of common stock at
the same ratio for all shares, resulting in each stockholder owning fewer shares of common stock. The Reverse Stock Split will affect
all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except to
the extent that the Reverse Stock Split results in any of our stockholders receiving whole shares in lieu of fractional shares as described
above. Voting rights and other rights and preferences of the holders of common stock will not be affected by the Reverse Stock Split.
For example, a holder of 2% of the voting power of the outstanding shares of common stock immediately prior to the Reverse Stock Split
would continue to hold 2% of the voting power of the outstanding shares of common stock immediately after the Reverse Stock Split. The
number of stockholders of record will not be affected by the Reverse Stock Split. The Reverse Stock Split would not affect our securities
law reporting and disclosure obligations, and we would continue to be subject to the periodic reporting requirements of the Securities
Exchange Act of 1934 (the “Exchange Act”).
The
principal effects of the Reverse Stock Split will be that:
|
● |
each
five to twenty shares of common stock owned by a stockholder (depending on the Reverse Stock Split ratio selected by the Board),
will be combined into one new share of common stock; |
|
● |
no
fractional shares of common stock will be issued in connection with the Reverse Stock Split; instead, any fractional shares resulting
from the Reverse Stock Split will round up to the next whole share; |
|
● |
proportionate
adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise of warrants and all
then-outstanding awards under all of the Company’s equity plans; |
|
● |
the
number of stockholders owning “odd lots” of less than 100 shares of common stock may increase; and |
|
● |
the
number of shares then reserved for issuance under the Company’s equity plans will be proportionately reduced. |
The
following table contains approximate information, based on share information as of November 9, 2023, showing the impact of the
Reverse Stock Split at different ratios:
Reverse Stock Split Ratio | |
Number of Shares of Common Stock Authorized | | |
Number of Shares of Common Stock Outstanding | | |
Number of Shares of Common Stock Reserved for Future Issuance | | |
Number of Shares of Common Stock Authorized but Not Outstanding or Reserved | |
Pre-Reverse Stock Split | |
| 100,000,000 | | |
| 3,134,391 | | |
| 5,035,918 | | |
| 91,829,691 | |
1-for-5 | |
| 100,000,000 | | |
| 626,879 | | |
| 1,007,184 | | |
| 98,365,937 | |
1-for-10 | |
| 100,000,000 | | |
| 313,440 | | |
| 503,592 | | |
| 99,182,968 | |
1-for-15 | |
| 100,000,000 | | |
| 208,960 | | |
| 335,728 | | |
| 99,455,312 | |
1-for-20 | |
| 100,000,000 | | |
| 156,720 | | |
| 251,796 | | |
| 99,591,484 | |
As
illustrated in the table above, the Reverse Stock Split will not result in a reduction of the total number of shares of common stock
that we are authorized to issue. The par value of the common stock would remain unchanged at $0.001 per share.
After
the Reverse Split Certificate is effective, the common stock will have a new Committee on Uniform Securities Identification Procedures,
or CUSIP number, a number used to identify the common stock.
The
common stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other
requirements of the Exchange Act. The implementation of the Reverse Stock Split will not affect the registration of common stock under
the Exchange Act. The common stock would continue to be listed on Nasdaq under the symbol “BBLG” immediately following the
Reverse Stock Split.
Effect
of Reverse Stock Split on Stated Capital
Pursuant
to the Reverse Stock Split, the par value of the common stock will remain $0.001 per share. As a result of the Reverse Stock Split, the
stated capital on our balance sheet attributable to common stock (subject to a minor adjustment in respect of the treatment of fractional
shares) and the additional paid-in capital account will, in total, not change due to the Reverse Stock Split. However, the allocation
between the stated capital attributable to common stock and the additional paid-in capital on our balance sheet will change because there
will be fewer shares of common stock outstanding. The stated capital attributable to common stock will decrease, and in turn, the stated
capital attributable to the additional paid-in capital will increase. The net income or loss per share of common stock will increase
because there will be fewer shares of common stock outstanding. The Reverse Stock Split would be reflected retroactively in our consolidated
financial statements. We do not anticipate that any other accounting consequences would arise as a result of the Reverse Stock Split.
Shares
Held in Book-Entry and Through a Broker
The
combination of, and reduction in, the number of outstanding shares of common stock as a result of the Reverse Stock Split will occur
automatically at the Effective Time without any additional action on the part of our stockholders.
Upon
the Reverse Stock Split, we intend to treat stockholders holding shares of common stock in “street name” (that is, through
a broker) in the same manner as registered stockholders whose shares of common stock are registered in their names. Brokers will be instructed
to effect the Reverse Stock Split for their beneficial holders holding shares of common stock in “street name;” however,
these brokers may apply their own specific procedures for processing the Reverse Stock Split. If you hold your shares of common stock
with a broker, and you have any questions in this regard, we encourage you to contact your holder of record.
If
you hold registered shares of common stock in a book-entry form, you do not need to take any action to receive your post-Reverse Stock
Split shares of common stock in registered book-entry form. If you are entitled to post-Reverse Stock Split shares of common stock, a
transaction statement will automatically be sent to your address of record as soon as practicable after the Effective Time indicating
the number of shares of common stock you hold.
Effects
on Equity Compensation Plans and Awards and Convertible Securities
If
the Reverse Stock Split is implemented, proportionate adjustments would generally be required to be made with regard to:
|
● |
the
number of shares deliverable upon vesting and settlement of outstanding restricted stock units issued under the Plan; |
|
● |
the
number of shares reserved for issuance under the Plan; and |
|
● |
the
per share conversion price, and the number of shares issuable upon conversion of, outstanding convertible securities entitling the
holders to purchase or convert into, or otherwise acquire shares of our common stock. |
In
the case of options, convertible securities or other rights to acquire shares of our common stock, these adjustments would result in
approximately the same aggregate price required under such options, convertible securities or other rights upon exercise, conversion,
or settlement, and approximately the same value of shares of common stock being delivered upon such exercise, conversion, or settlement,
immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split.
The
number of shares of common stock issuable upon exercise or vesting of outstanding equity awards and options and the exercise or purchase
price related thereto, if any, would be equitably adjusted in accordance with the terms of the Plan, as applicable, or such stock option
grants, as the case may be, which may include rounding the number of shares of common stock issuable down to the nearest whole share
or the payment of cash for fractional shares.
Interest
of Certain Persons in Matters to be Acted Upon
No
officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Reverse Stock Split that
is not shared by all of our other stockholders.
Reservation
of Right to Delay the Filing of the Reverse Split Certificate, or Abandon the Reverse Stock Split
We
reserve the right to delay the filing of the Reverse Split Certificate or abandon the Reverse Stock Split and at any time before the
Effective Time, even if the Reverse Stock Split has been approved by stockholders at the Special Meeting. By voting in favor of an amendment
to effect the Reverse Stock Split, you are also expressly authorizing the Board to delay, until the one-year anniversary of the Special
Meeting, or abandon the Reverse Stock Split if the Board determines that such action is in the best interests of the Company and its
stockholders.
No
Going Private Transaction
Notwithstanding
the decrease in the number of outstanding shares following the Reverse Stock Split, our Board does not intend for this transaction to
be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.
No
Appraisal Rights
Under
Delaware law, the Charter and our Bylaws, stockholders have no rights to exercise dissenters’ rights of appraisal with respect
to the Reverse Stock Split.
Material
U.S. Federal Income Tax Consequences of the Reverse Stock Split
The
following summary describes, as of the date of this proxy statement, certain U.S. federal income tax consequences of the Reverse Stock
Split to holders of our common stock. This summary addresses the tax consequences only to a U.S. holder, which is a beneficial owner
of our common stock that is either:
|
● |
an
individual citizen or resident of the United States; |
|
● |
a
corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the
laws of the United States or any state thereof or the District of Columbia; |
|
● |
an
estate, the income of which is subject to U.S. federal income taxation regardless of its source; or |
|
● |
a
trust, if: (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more
U.S. persons has the authority to control all of its substantial decisions or (ii) it was in existence before August 20, 1996 and
a valid election is in place under applicable Treasury regulations to treat such trust as a U.S. person for U.S. federal income tax
purposes. |
This
summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations,
administrative rulings and judicial authority, all as in effect as of the date of this proxy statement. Subsequent developments in U.S.
federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material
effect on the U.S. federal income tax consequences of the Reverse Stock Split.
This
summary does not address all of the tax consequences that may be relevant to any particular investor, including tax considerations that
arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known
by investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S.
federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment
trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax, persons whose functional currency
is not the U.S. dollar, partnerships or other pass-through entities, traders in securities that elect to mark to market and dealers in
securities or currencies, (ii) persons that hold our common stock as part of a position in a “straddle” or as part of a “hedging
transaction,” “conversion transaction” or other integrated investment transaction for federal income tax purposes or
(iii) persons that do not hold our common stock as “capital assets” (generally, property held for investment). This summary
does not address backup withholding and information reporting. This summary does not address U.S. holders who beneficially own common
stock through a “foreign financial institution” (as defined in Code Section 1471(d)(4)) or certain other non-U.S. entities
specified in Code Section 1472. This summary does not address tax considerations arising under any state, local or foreign laws, or under
federal estate or gift tax laws.
If
a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common
stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the
activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, should consult their own tax
advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.
Each
holder should consult his, her or its own tax advisors concerning the particular U.S. federal tax consequences of the Reverse Stock Split,
as well as the consequences arising under the laws of any other taxing jurisdiction, including any foreign, state, or local income tax
consequences.
General
Tax Treatment of the Reverse Stock Split
The
Reverse Stock Split is intended to qualify as a “reorganization” under Section 368 of the Code that should constitute a “recapitalization”
for U.S. federal income tax purposes. Assuming the Reverse Stock Split qualifies as a reorganization, a U.S. holder generally will not
recognize gain or loss upon the exchange of our ordinary shares for a lesser number of ordinary shares, based upon the Reverse Stock
Split ratio. A U.S. holder’s aggregate tax basis in the lesser number of ordinary shares received in the Reverse Stock Split will
be the same such U.S. holder’s aggregate tax basis in the shares of our common stock that such U.S. holder owned immediately prior
to the Reverse Stock Split. The holding period for the ordinary shares received in the Reverse Stock Split will include the period during
which a U.S. holder held the shares of our common stock that were surrendered in the Reverse Stock Split. The United States Treasury
regulations provide detailed rules for allocating the tax basis and holding period of the shares of our common stock surrendered to the
shares of our common stock received pursuant to the Reverse Stock Split. U.S. holders of shares of our common stock acquired on different
dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such
shares.
THE
FOREGOING IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT, AND DOES NOT CONSTITUTE
A TAX OPINION. EACH HOLDER OF OUR COMMON SHARES SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE REVERSE STOCK
SPLIT TO THEM AND FOR REFERENCE TO APPLICABLE PROVISIONS OF THE CODE.
Vote
Required
Stockholders
can vote FOR, AGAINST or ABSTAIN on Proposal One.
The
affirmative vote of the majority of votes cast on the proposal is required to approve Proposal One. Proxies solicited by the Board
will be voted for approval of this proposal, unless otherwise specified. If stockholder approval for this proposal is not obtained then
the Reverse Stock Split will not be effected.
Recommendation
of the Board
The
Board recommends a vote FOR Proposal One.
PROPOSAL
TWO:
APPROVAL
OF ADJOURNMENT OF THE SPECIAL MEETING
General
We
are asking stockholders for approval to adjourn the Special Meeting from time to time, if necessary or appropriate, including to solicit
additional votes in favor of Proposal One if there are not sufficient votes at the time of the Special Meeting to adopt Proposal One
and/or to establish a quorum.
Vote
Required
Stockholders
can vote FOR, AGAINST or ABSTAIN on Proposal Two.
The
affirmative vote of the majority of votes cast on the proposal is required to approve Proposal Two. Proxies solicited by the Board
will be voted for approval of this proposal, unless otherwise specified.
Recommendation
of the Board
The
Board recommends a vote FOR Proposal Two.
SECURITY
OWNERSHIP OF MANAGEMENT
AND
CERTAIN BENEFICIAL OWNERS
The
information in this section is presented in accordance with the rules of the SEC. Under these rules, beneficial ownership of a class
of capital stock includes (i) any shares over which the person, directly or indirectly, has or shares voting power or investment power,
and (ii) any shares the person has the right to acquire within 60 days. If two or more persons share voting power or investment power
with respect to specific securities, each person is deemed to be the beneficial owner of those securities. The calculations in this section
are based on 3,134,391 shares of common stock outstanding as of November 9, 2023.
Beneficial
Ownership of More Than 5% of the Company’s Shares
The
table below presents certain information as of November 9, 2023 regarding the persons known to us to be the beneficial owner of
more than 5% of the outstanding shares of our common stock.
Name of Beneficial Owner or Identity of Group | |
Title of Class | |
Shares(1) | | |
Percentage | |
| |
| |
| | |
| |
5% or greater stockholders: | |
| |
| | | |
| | |
| |
| |
| | | |
| | |
Lind Global Fund II LP, Lind Global Partners II LLC, and Jeff Easton 444 Madison Ave, Floor 41 New York, NY 10022 | |
Common Stock | |
| 203,045 | (2) | |
| 6.5 | % |
| |
| |
| | | |
| | |
Executive Officers and Directors: | |
| |
| | | |
| | |
| |
| |
| | | |
| | |
Don R. Hankey 4751 Wilshire Blvd #110 Los Angeles, CA 90010 | |
Common Stock | |
| 238,151 | (3) | |
| 7.6 | % |
| |
| |
| | | |
| | |
Jeffrey Frelick, 2 Burlington Woods Drive Ste 100, Burlington, MA 01803 | |
Common Stock | |
| 21,876 | (4) | |
| 0.7 | % |
| |
| |
| | | |
| | |
Deina H. Walsh, 2 Burlington Woods Drive Ste 100, Burlington, MA 01803 | |
Common Stock | |
| 16,463 | (5) | |
| 0.5 | % |
| |
| |
| | | |
| | |
Bruce Stroever, 2 Burlington Woods Drive Ste 100, Burlington, MA 01803 | |
Common Stock | |
| 44,501 | (6) | |
| 1.4 | % |
| |
| |
| | | |
| | |
Erick Lucera, 2 Burlington Woods Drive Ste 100, Burlington, MA 01803 | |
Common Stock | |
| 45,168 | (7) | |
| 1.4 | % |
| |
| |
| | | |
| | |
Sid Angle, 2 Burlington Woods Drive Ste 100, Burlington, MA 01803 | |
Common Stock | |
| 45,168 | (8) | |
| 1.4 | % |
| |
| |
| | | |
| | |
Total Officers and Directors as a Group (6 persons) | |
Common Stock | |
| 411,327 | (9) | |
| 13.0 | % |
(1) |
Based
on 3,134,391 issued and outstanding shares. The number of shares issued and outstanding that was used to calculate the percentage
ownership of each listed person includes the shares underlying stock options and warrants that are exercisable within 60 days from
November 9, 2023. |
|
|
(2) |
This
information is based on a Schedule 13G filed with the SEC on June 26, 2023 by Lind Global Fund II LP (the “Lind Fund”)
which reports sole voting power with respect to 203,045 shares and sole dispositive power with respect to 203,045 shares. Lind Global
Partners II LLC (“Lind Partners”), the general partner of the Lind Fund, may be deemed to have sole voting and dispositive
power with respect to the shares held by Lind Fund. Jeff Easton, the managing member of Lind Partners, may be deemed to have sole
voting and dispositive power with respect to the shares held by Lind Fund. |
|
|
(3) |
Mr.
Hankey is the beneficial owner of 223,403 shares and 14,748 shares issuable upon exercise of warrants of the Company consisting
of 142,658 shares and 9,359 shares issuable upon exercise of warrants owned by the Don Hankey Trust (the “Trust”)
of which Mr. Hankey is the Trustee, 1,057 shares held by H&H Funding LLC of which Mr. Hankey is the sole manager, 2,590 shares
and 176 shares issuable upon exercise of warrants held by Knight Services, Inc. which is 100% owned by the Trust, 48,887 shares
and 3,305 shares issuable upon exercise of warrants held by Knight Insurance Company, Ltd., 9,515 shares and 644
shares issuable upon exercise of warrants held by Knightbrook Insurance Company which is a wholly owned subsidiary of Knight
Insurance Company, Ltd. and 18,696 shares and 1,264 shares issuable upon exercise of warrants held by Knight Specialty Insurance
Company, a wholly owned subsidiary of Knight Insurance Company, Ltd. |
|
|
(4) |
Includes
4,672 shares underlying stock options exercisable within 60 days. |
|
|
(5) |
Includes
1,463 shares underlying stock options exercisable within 60 days. |
|
|
(6) |
Includes
44,501 shares underlying stock options exercisable within 60 days. |
|
|
(7) |
Includes
45,168 shares underlying stock options exercisable within 60 days. |
|
|
(8) |
Includes
45,168 shares underlying stock options exercisable within 60 days. |
|
|
(9) |
Consists
of 255,607 shares, 14,748 shares issuable upon exercise of warrants and 140,972 shares underlying stock options exercisable
within 60 days. |
STOCKHOLDER
PROPOSALS
Stockholders
may present proposals for action at meetings of stockholders only if they comply with the proxy rules established by the SEC, applicable
Delaware law and our Bylaws. As of the date of this proxy statement, we have not received any stockholder proposals for consideration
at our Special Meeting.
Stockholder Proposals for Inclusion in the
Company’s Proxy Materials for the 2024 Annual Meeting of Stockholders
We will include in our
proxy materials for our 2024 annual meeting of stockholders any stockholder proposals that comply with Rule 14a-8 under the Exchange
Act. Among other things, Rule 14a-8 requires that we receive such proposals not less than 120 days prior to the one-year anniversary
of the date of the proxy statement for our 2023 annual meeting of stockholders, or April 5, 2024. If the proposal is in compliance with
all of the requirements set forth in Rule 14a-8 under the Exchange Act, we will include the stockholder proposal in our proxy statement
and place it on the form of proxy issued for the 2024 annual meeting. Stockholder proposals submitted for inclusion in our proxy materials
should be mailed to the following address: Bone Biologics Corporation, Attention: Corporate Secretary, 2 Burlington Woods Drive, Suite
100, Burlington, MA 01803.
Stockholder Proposals for Consideration at
the 2024 Annual Meeting of Stockholders, but not for Inclusion in the Proxy Materials
Pursuant to our amended
and restated by-laws, as amended (“Bylaws”), items of business that are proposed outside of the process pursuant to Rule
14a-8 under the Exchange Act as described above, may properly be brought before the 2024 annual meeting of stockholders only if we receive
notice of such business no earlier than 120 days and no later than 90 days prior to the one-year anniversary of our 2023 annual meeting.
Thus, for the 2024 annual meeting of stockholders, we must receive notice of business that is not submitted for inclusion in our proxy
materials pursuant to Rule 14a-8 under the Exchange Act between May 15, 2024 and June 14, 2024. The notice must be in accordance with
and contain all information provided for in our Bylaws and such business must be a proper matter for stockholder action under the General
Corporation Law of Delaware. We will not permit business that does not comply with the foregoing notice requirement to be brought before
the 2024 annual meeting of stockholders. Stockholder business that is not submitted for inclusion in our proxy statement pursuant to
Rule 14a-8 should be mailed to the following address: Bone Biologics Corporation, Attention: Corporate Secretary, 2 Burlington Woods
Drive, Suite 100, Burlington, MA 01803. You may obtain a copy of our Bylaws by writing to the Corporate Secretary at the address above.
Stockholder Nominations of Directors
Pursuant to our Bylaws,
no nominations for directors shall be acted upon at an annual meeting except for those made by the Board and those made by stockholders
of record upon timely notice in writing to our Corporate Secretary. To be considered timely, notice must be received by us no earlier
than 120 days and no later than 90 days prior to the one-year anniversary of the previous year’s annual meeting. Thus, for the
2024 annual meeting of stockholders, we must receive the notice between May 15, 2024 and June 14, 2024. The notice must contain all information,
including the completed questionnaire, referenced in our Bylaws. Stockholder notice of nominations for directors should be mailed to
the following address: Bone Biologics Corporation, Attention: Corporate Secretary, 2 Burlington Woods Drive, Suite 100, Burlington, MA
01803. You may obtain a copy of our Bylaws by writing to the Corporate Secretary at the address above.
In addition to satisfying
the advance notice requirements under our Bylaws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend
to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to our Corporate Secretary
that sets forth the information required by Rule 14a-19 under the Exchange Act no later than July 14, 2024.
STOCKHOLDER
COMMUNICATIONS
Stockholders
may send correspondence by mail to the full Board or to individual directors. Stockholders should address correspondence to the Board
or individual Board members in care of: Bone Biologics Corporation, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803, Attention:
Corporate Secretary.
All
stockholder correspondence will be compiled by our Corporate Secretary and forwarded as appropriate. In general, correspondence
relating to corporate governance issues, long-term corporate strategy, or similar substantive matters will be forwarded to the Board,
the individual director, one of the committees of the Board, or a committee member for review. Correspondence relating to ordinary business
affairs or those matters more appropriately addressed by our officers or their designees will be forwarded to those individuals.
OTHER
MATTERS
As
of the date of this proxy statement, the Board does not know of any other matters that are to be presented for action at the Special
Meeting. Should any other matter come before the Special Meeting, the persons named in the enclosed proxy will have discretionary authority
to vote all proxies with respect to the matter in accordance with their judgment.
|
By
Order of the Board of Directors: |
|
|
|
|
|
Don
Hankey |
|
Chairman
of the Board of Directors |
Los
Angeles, California
November ,
2023
APPENDIX
A
CERTIFICATE
OF AMENDMENT
OF
THE
AMENDED AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
BONE BIOLOGICS CORPORATION
Bone
Biologics Corporation, a corporation organized and existing under and by virtue of the provisions of
the Delaware General Corporation Law (the “DGCL”), does hereby certify as follows:
FIRST:
The name of the corporation is Bone Biologics Corporation (the “Corporation”).
SECOND:
The Amended and Restated Certificate of Incorporation was filed with the Secretary of the State of Delaware on July 28, 2014, as
was amended by those Certificate of Amendments filed with the Secretary of State of the State of Delaware on
September 22, 2014, July 16, 2018, October 8, 2021 and June 5, 2023 (the “Certificate of Incorporation”).
THIRD:
Article 5 of the Certificate of Incorporation is hereby amended in its entirety to provide as follows:
“The
total number of shares of capital stock which the Corporation shall have authority to issue is: One Hundred Twenty Million (120,000,000).
These shares shall be divided into two classes with 100,000,000 shares designated as common stock at $0.001 par value (the “Common
Stock”) and 20,000,000 shares designated as preferred stock at $0.001 par value (the “Preferred Stock”).
Effective
at [___] Eastern Time on [__] (the “Effective Time”), pursuant to the DGCL, this Certificate of Amendment to the Amended
and Restated Certificate of Incorporation of the Corporation, as amended, each [___] ([___]) shares of Common Stock outstanding immediately
prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be converted into
one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse
Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares of Common Stock because they hold a
number of shares not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction
of a share of Common Stock to round up to the next whole share. Each certificate that immediately prior to the Effective Time represented
shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which
the shares of Common Stock represented by the Old Certificate shall have been converted, subject to the elimination of fractional share
interests as described above.
The
Preferred Stock of the Corporation shall be issued by the Board of Directors of the Corporation in one or more classes or one or more
series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations,
preferences, limitations or restrictions as the Board of Directors of the Corporation may determine, from time to time.
Holders
of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes,
including the election of directors. The Common Stock does not have cumulative voting rights.
No
holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any
new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now
hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.”
FOURTH:
This Certificate of Amendment shall become effective on [___] at [___] Eastern Time.
FIFTH:
This Certificate of Amendment was duly adopted by the Board of Directors of the Corporation and approved by the Corporation’s
stockholders in accordance with Section 242 of the DGCL.
[Signature page follows.]
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on this
[__] day of [_____].
|
Bone
Biologics Corporation |
|
|
|
|
By: |
|
|
Name:
|
Jeffrey
Frelick |
|
Title: |
Chief
Executive Officer |
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