Business Context and Reporting Period
Bone Biologics Corporation filed this Form 8-K on December 23, 2015, reporting the entry into a material definitive agreement. The Company is focused on the development and commercialization of Nell-1, a recombinant human protein growth factor for spinal fusions.
Key Financial Metrics
This filing does not provide specific financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The report focuses exclusively on the terms of a licensing amendment.
Material Changes
Effective December 23, 2015, the Company entered into the Ninth Amendment to its License Agreement with The Regents of the University of California. Key changes include:
- Amended definition of the Field of Use for the Licensed Product.
- Increased percentage of sublicense income payable to the Regents.
- Modified amount and nature of milestone payments.
- Added a cash milestone payment triggered by a Change of Control or a Payment Election by the Regents.
- Changed provisions regarding minimum royalties and termination rights.
- Added requirements for specific progress reports.
Outlook, Risks, and Contingencies
Financing Contingency: The Ninth Amendment contains a critical condition precedent. The agreement will become void if the Company fails to close a financing of at least $5,000,000 before February 29, 2016.
Management Commentary: The filing states that the description of the amendment is not complete and refers investors to the full text of the Ninth Amendment filed as an exhibit.
Investor Verification Checklist
- Verify whether the Company has secured the required $5,000,000 financing by the February 29, 2016 deadline to prevent the agreement from becoming void.
- Review the full text of Exhibit 10.1 (Ninth Amendment) to understand the specific financial obligations regarding increased sublicense income and milestone payments.
- Confirm the current status of the Nell-1 development program and any recent progress reports submitted to the Regents.