Business Context and Reporting Period
Company: Bone Biologics Corp
Filing Type: Form 8-K (Current Report)
Date of Report: January 8, 2016
Event: Entry into Material Definitive Agreements and Unregistered Sales of Equity Securities.
Key Financial Metrics
This filing does not report standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the terms of new advisory agreements and equity grants.
Material Changes and Agreements
Effective January 8, 2016, the Company entered into Professional Services Agreements with three Advisors: Dr. Bessie (Chia) Soo, Dr. Kang (Eric) Ting, and Dr. Benjamin Wu. Key terms include:
- Equity Grant: Each Advisor received 10-year stock options to purchase 1,800,364 shares of common stock.
- Dilution Impact: The options represent 4% of the Company's outstanding common stock on a fully diluted basis per Advisor.
- Exercise Price: $1.59 per share.
- Vesting Schedule: 25% on the first, second, and third anniversaries; 12.5% on the fourth and fifth anniversaries. Full acceleration occurs upon a change of control or termination without cause.
- Cash Compensation: Beginning January 1, 2017, the Company will pay each Advisor an annual consulting fee of $200,000, payable in cash or Company stock at the Company's option.
- Relationships: Dr. Soo and Dr. Wu are Company directors; Dr. Ting is on the Scientific Advisory Board. All three were involved in the Company's founding.
Guidance, Risks, and Unusual Items
Unregistered Securities: The options and potential shares issued for consulting fees were not registered under the Securities Act of 1933, relying on the exemption under Section 4(a)(2).
Management Commentary: The filing states the Advisors will provide strategic advice and introductions. No forward-looking financial guidance or specific risk factors beyond standard regulatory disclosures were included in this specific report.
Investor Verification Checklist
- Verify the total number of shares outstanding to confirm the 4% dilution calculation per Advisor.
- Review the full text of the Professional Services Agreement (Exhibit 10.1) for specific service deliverables and termination clauses.
- Assess the Company's cash position to determine the ability to fund the $600,000 aggregate annual cash fees starting in 2017 if stock payment is not elected.
- Confirm the status of the Advisors' roles on the Board and Scientific Advisory Board in subsequent filings.