Business Context and Reporting Period
This Form 8-K Current Report was filed by Bone Biologics Corp. on November 4, 2014. The filing discloses the appointment of a new Chief Financial Officer (CFO) and principal accounting officer effective November 4, 2014.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change reported is the appointment of Deina H. Walsh as CFO. Ms. Walsh brings 13 years of public accounting experience, including work with PCAOB standards and Section 404 compliance. She replaces or fills the role effective immediately.
Guidance, Outlook, and Compensation Details
The filing outlines the terms of Ms. Walsh's Employment Agreement:
- Base Salary: $100,000 annually.
- Annual Bonus: Target of 35% of base salary, contingent on personal and corporate objectives established by the Board.
- Equity Grant: Option to purchase 0.75% of the Company's fully diluted common stock at an exercise price of $1.00 per share.
- Vesting Schedule: Three-year vesting period (33.33% upon execution, 33.33% at 12 months, 33.34% at 24 months).
- Acceleration: Full vesting occurs upon a "qualifying termination" within 12 months of a "change in control."
- Employment Status: At-will employment with no specified term.
The filing contains no forward-looking guidance regarding the Company's business operations or financial outlook.
Investor Verification Checklist
- Verify the total number of fully diluted shares to calculate the exact number of shares covered by the 0.75% option grant.
- Review the attached Exhibit 10.1 (Employment Agreement) for specific definitions of "qualifying termination" and "change in control."
- Confirm the Company's current cash position to assess its ability to fund the new $100,000 annual salary and potential bonuses.
- Check for any prior filings regarding the departure of the previous CFO or interim financial officer.