Current Report Filing (8-k)
22 November 2022 - 8:30AM
Edgar (US Regulatory)
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0001419554
2022-11-17
2022-11-17
0001419554
BBLG:CommonStock0.001ParValuePerShareMember
2022-11-17
2022-11-17
0001419554
BBLG:WarrantsToPurchaseCommonStock0.001ParValuePerShareMember
2022-11-17
2022-11-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
Date
of Report (Date of earliest event reported): November 17, 2022
BONE
BIOLOGICS CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40899 |
|
42-1743430 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2
Burlington Woods Drive, Ste. 100
Burlington,
MA |
|
01803 |
(Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (781) 552-4452
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 stock, $0.001 par value per share |
|
BBLG |
|
The Nasdaq Stock Market
LLC |
|
|
|
|
|
Warrants to Purchase Common stock, $0.001 par value
per share |
|
BBLGW |
|
The Nasdaq Stock Market
LLC |
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 (see General Instruction A.2. below):
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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
3.01 Notice of Delisting or Failure to Satisfy a Continue Listing Rule or Standard; Transfer of Listing
On
November 17, 2022, Bone Biologics Corporation (the “Company”) received a written notice (the “Notice”) from the
NASDAQ Stock Market LLC (“Nasdaq”) that the Company has not been in compliance with the minimum bid price requirement set
forth in Nasdaq Listing Rule 5550(a)(2) for a period of 30 consecutive business days. Nasdaq Listing Rule 5550(a)(2) requires listed
securities to maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure
to meet the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The
Notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market.
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of
the Notice, or until May 16, 2023, to regain compliance with the minimum closing bid price requirement. If the Company does not regain
compliance during the compliance period ending May 16, 2023, the Company may be afforded a second 180 calendar day period to regain compliance.
To qualify for the second compliance period, the Company must (i) meet the continued listing requirement for market value of publicly-held
shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum closing bid price requirement,
and (ii) notify Nasdaq of its intent to cure the deficiency. The Company can achieve compliance with the minimum closing bid price requirement
if, during either compliance period, the minimum closing bid price per share of the Company’s common stock is at least $1.00 for
a minimum of 10 consecutive business days. The Company anticipates that its shares of common stock will continue to be listed and traded
on the Nasdaq Capital Market during the compliance period(s).
The
Company plans to carefully assess potential actions to regain compliance. However, the Company may be unable to regain compliance with
the minimum closing bid price requirement during the compliance period(s), in which case the Company anticipates Nasdaq would provide
a notice to the Company that its shares of common stock are subject to delisting, and the Company’s common shares would thereupon
be delisted.
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.
Date:
November 21, 2022 |
BONE BIOLOGICS CORPORATION |
|
|
|
|
By: |
/s/ JEFFREY
FRELICK |
|
Name: |
Jeffrey Frelick |
|
Title: |
Chief Executive Officer |
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