Bone Biologics Announces Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
16 Novembre 2023 - 10:43PM
Business Wire
Bone Biologics Corporation (NASDAQ: BBLG), a developer of
orthobiologic products for spine fusion markets, today announced
that it has entered into a definitive agreement for the issuance
and sale of an aggregate of 1,139,063 of its shares of common stock
at a purchase price of $0.64 per share in a registered direct
offering priced at-the-market under Nasdaq rules. In a concurrent
private placement, the company has also agreed to issue and sell
unregistered warrants to purchase up to an aggregate of 1,139,063
shares of its common stock. The offering is expected to close on or
about November 20, 2023, subject to the satisfaction of customary
closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The unregistered warrants will have an exercise price $0.52 per
share, will become exercisable upon issuance and have a term of
five and one-half years from the date of issuance.
The gross proceeds to Bone Biologics from the offering are
expected to be approximately $729,200, before deducting the
placement agent’s fees and other offering expenses payable by the
Company. Bone Biologics currently intends to use the net proceeds
from the offering to fund clinical trials, maintain and extend its
patent portfolio and for working capital and other general
corporate purposes.
The shares of common stock offered in the registered direct
offering (but excluding the unregistered warrants offered in the
concurrent private placement and the shares of common stock
underlying such unregistered warrants) are being offered and sold
by the Company pursuant to a “shelf” registration statement on Form
S-3 (Registration No. 333-265872), including a base prospectus,
previously filed with the Securities and Exchange Commission (SEC)
on June 28, 2022 and declared effective by the SEC on July 11,
2022. The offering of the shares of common stock to be issued in
the registered direct offering are being made only by means of a
prospectus supplement that forms a part of the registration
statement. A final prospectus supplement and an accompanying base
prospectus relating to the registered direct offering will be filed
with the SEC and will be available on the SEC’s website located at
http://www.sec.gov. Electronic copies of the final prospectus
supplement and accompanying base prospectus may also be obtained,
when available, by contacting H.C. Wainwright & Co., LLC at 430
Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212)
856-5711 or e-mail at placements@hcwco.com.
The offer and sale of the unregistered warrants in the private
placement are being made in a transaction not involving a public
offering and have not been registered under Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”) and/or
Rule 506(b) of Regulation D promulgated thereunder and, along with
the shares of common stock underlying such unregistered warrants,
have not been registered under the Securities Act or applicable
state securities laws. Accordingly, the unregistered warrants
offered in the private placement and the underlying shares of
common stock may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act
and such applicable state securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such state or jurisdiction.
About Bone Biologics
Bone Biologics was founded to pursue regenerative medicine for
bone. The Company is undertaking work with select strategic
partners that builds on the preclinical research of the Nell-1
protein. Bone Biologics is currently focusing its development
efforts for its bone graft substitute product on bone regeneration
in spinal fusion procedures, while additionally having rights to
trauma and osteoporosis applications. For more information, please
visit www.bonebiologics.com.
Forward-looking Statements
Certain statements contained in this press release, including,
without limitation, statements regarding the completion of the
offering, the satisfaction of customary closing conditions related
to the offering and the anticipated use of proceeds therefrom, as
well as statements containing the words “believes,” “anticipates,”
“expects” and words of similar import, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve both
known and unknown risks and uncertainties. The Company's actual
results may differ materially from those anticipated in its
forward-looking statements as a result of a number of factors,
including, but not limited to, market and other conditions and
those including the Company's ability to develop our lead product
NELL-1 and other proposed products, its ability to obtain patent
protection for its technology, its ability to obtain the necessary
financing to develop products and conduct the necessary clinical
testing, its ability to obtain Federal Food and Drug Administration
approval to market any product it may develop in the United States
and to obtain any other regulatory approval necessary to market any
product in other countries, its ability to market any product it
may develop, its ability to create, sustain, manage or forecast its
growth; its ability to attract and retain key personnel; changes in
the Company's business strategy or development plans; competition;
business disruptions; adverse publicity and international, national
and local general economic and market conditions and risks
generally associated with an undercapitalized developing company,
as well as the risks contained under "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's Form S-1, Form 10-K for the
year ended December 31, 2022 and the Company's other filings with
the Securities and Exchange Commission. Except as required by
applicable law, we undertake no obligation to revise or update any
forward-looking statements to reflect any event or circumstance
that may arise after the date hereof.
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version on businesswire.com: https://www.businesswire.com/news/home/20231116501202/en/
LHA Investor Relations Kim Sutton Golodetz 212-838-3777
kgolodetz@lhai.com
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