Bone Biologics Corp - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Bone Biologics Corporation on November 9, 2015. The filing discloses the appointment of a new Chief Financial Officer (CFO) and details the associated compensatory arrangements.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change is the appointment of Deina H. Walsh as the Company's full-time Chief Financial Officer and principal accounting officer, effective December 1, 2015. Ms. Walsh previously served in this role on a part-time basis since November 4, 2014.
Compensation and Employment Terms
- Base Salary: $200,000 annually.
- Annual Bonus: Eligible for a target bonus of 35% of base salary, contingent on personal and corporate objectives established by the Board.
- Stock Options: Granted the right to purchase 465,795 shares of Common Stock at the current market price on the grant date.
- Vesting Schedule: Options vest in three equal tranches of 155,265 shares on the first, second, and third anniversaries of the agreement.
- Acceleration: Unvested options accelerate immediately upon termination without cause or a Change in Control.
- Anti-Dilution: Ms. Walsh is provided an opportunity to invest in future financings to maintain her equity interest.
Risks and Contingencies
The employment is "at-will," meaning Ms. Walsh may be terminated at any time with or without cause. Unvested stock options are forfeited upon termination unless the termination is without cause or results from a Change in Control.
Investor Verification Checklist
- Verify the exact exercise price of the 465,795 stock options granted.
- Review the full text of the Employment Agreement (Exhibit 10.1) for specific performance metrics tied to the bonus.
- Confirm the Company's current cash position to assess its ability to fund the new full-time salary and potential bonuses.
- Check for any subsequent filings regarding the vesting status or exercise of the granted options.