8-K
Bone Biologics Corp (BBLG)
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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
Dateof 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<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 2 Burlington Woods Drive, Ste. 100<br><br> <br>Burlington, MA | 01803 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> Stock, par value $0.001 per share | BBLG | Nasdaq Capital Market |
| Warrants<br> 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<br> 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<br> BIOLOGICS CORPORATION | ||
|---|---|---|
| Date:<br> October 24, 2023 | ||
| By: | /s/ Jeffrey Frelick | |
| Jeffrey<br> Frelick, Chief Executive Officer |
Exhibit3.1
AMENDMENTNO. 1
TOTHE AMENDED AND RESTATED BYLAWS
OF
BONEBIOLOGICS 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<br> 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.”