SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
Bone Biologics
Corporation
(Name of Issuer)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
098070501
(CUSIP Number)
December
31, 2023
(Date of Event which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 098070501 |
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13G/A |
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Page 2 of 10 Pages |
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1. |
NAMES OF REPORTING PERSONS
Ionic Ventures, LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
California, United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
36,914 (1)(2) |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
36,914 (1)(2) |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,914 (1)(2) |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% (2) |
12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
| (1) | The number of shares of the issuer’s common stock, par value $0.001 per share (the “Common
Stock”), beneficially owned by the reporting person disclosed in this Amendment No. 3 to Statement on Schedule 13G (this
“Amendment No. 3”) reflects the one-for-eight reverse split of the Common Stock effected by the issuer on December
20, 2023 (the “Reverse Split”). |
| (2) | As more fully described in Item 4 of this Amendment No. 3, such shares
and percentage are based on 534,238 outstanding shares of Common Stock, as disclosed in the issuer’s registration statement on Form
S-1, filed by the issuer with the U.S. Securities and Exchange Commission on January 30, 2024 (the “Registration Statement”),
and consist of certain Common Stock purchase warrants owned by the reporting person, which exercises are subject to a 9.99% beneficial
ownership blocker, but do not give full effect to the shares of Common Stock issuable upon full exercise of (i) Series A purchase warrants
owned by the reporting person, which exercises are subject to a 4.99% beneficial ownership blocker, and (ii) Series B purchase warrants
owned by the reporting person, which exercises are subject to a 4.99% beneficial ownership blocker. |
CUSIP No. 098070501 |
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13G/A |
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Page 3 of 10 Pages |
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|
1. |
NAMES OF REPORTING PERSONS
Ionic Management, LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
36,914 (1)(2) |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
36,914 (1)(2) |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,914 (1)(2) |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% (1) |
12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
| (1) | The
number of shares of Common Stock beneficially owned by the reporting person disclosed in
this Amendment No. 3 reflects the Reverse Split. |
| (2) | As
more fully described in Item 4 of this Amendment No. 3, such shares and percentage are based
on 534,238 outstanding shares of Common Stock, as disclosed in the Registration Statement
and consist of certain Common Stock purchase warrants indirectly owned by the reporting person,
which exercises are subject to a 9.99% beneficial ownership blocker, but do not give full
effect to the shares of Common Stock issuable upon full exercise of (i) Series A purchase
warrants indirectly owned by the reporting person, which exercises are subject to a 4.99%
beneficial ownership blocker, and (ii) Series B purchase warrants indirectly owned by the
reporting person, which exercises are subject to a 4.99% beneficial ownership blocker. |
CUSIP No. 098070501 |
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13G/A |
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Page 4 of 10 Pages |
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1. |
NAMES OF REPORTING PERSONS
Brendan O’Neil |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
36,914 (1)(2) |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
36,914 (1)(2) |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,914 (1)(2) |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% (1) |
12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| (1) | The number of shares of Common Stock beneficially owned by the reporting person disclosed in this
Amendment No. 3 reflects the Reverse Split. |
| (2) | As more fully described in Item 4 of this Amendment No. 3, such shares
and percentage are based on 534,238 outstanding shares of Common Stock, as disclosed in the Registration Statement and consist of certain
Common Stock purchase warrants indirectly owned by the reporting person, which exercises are subject to a 9.99% beneficial ownership blocker,
but do not give full effect to the shares of Common Stock issuable upon full exercise of (i) Series A purchase warrants indirectly owned
by the reporting person, which exercises are subject to a 4.99% beneficial ownership blocker, and (ii) Series B purchase warrants indirectly
owned by the reporting person, which exercises are subject to a 4.99% beneficial ownership blocker. |
CUSIP No. 098070501 |
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13G/A |
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Page 5 of 10 Pages |
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1. |
NAMES OF REPORTING PERSONS
Keith Coulston |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
36,914 (1)(2) |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
36,914 (1)(2) |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,914 (1)(2) |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5% (1) |
12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| (1) | The number of shares of Common Stock beneficially owned by the reporting person disclosed in this
Amendment No. 3 reflects the Reverse Split. |
| (2) | As more fully described in Item 4 of this Amendment No. 3, such shares
and percentage are based on 534,238 outstanding shares of Common Stock, as disclosed in the Registration Statement and consist of certain
Common Stock purchase warrants indirectly owned by the reporting person, which exercises are subject to a 9.99% beneficial ownership blocker,
but do not give full effect to the shares of Common Stock issuable upon full exercise of (i) Series A purchase warrants indirectly owned
by the reporting person, which exercises are subject to a 4.99% beneficial ownership blocker, and (ii) Series B purchase warrants indirectly
owned by the reporting person, which exercises are subject to a 4.99% beneficial ownership blocker. |
CUSIP No. 098070501 |
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13G/A |
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Page 6 of 10 Pages |
This Amendment No. 3 to Statement on Schedule
13G (“Amendment No. 3”) amends and supplements the Statement on Schedule 13G, filed with the U.S. Securities
and Exchange Commission (“SEC”) on October 12, 2022 (the “Schedule 13G”), as amended and
supplemented by Amendment No. 1 to the Schedule 13G, filed with the SEC on February 13, 2023 (“Amendment No. 1”),
and Amendment No. 2 to the Schedule 13G, filed with the SEC on December 20, 2023 (“Amendment No. 2” and together
with Amendment No. 1, the “Amendments”).
The purpose of this Amendment No. 3 is
to update the beneficial ownership information on the cover pages and in Item 4 in each of the Schedule 13G and the Amendments,
as well as to amend and restate Item 2 in each of the Schedule 13G and the Amendments.
Item 1(a). Name of Issuer:
Bone Biologics Corporation (the “Issuer”).
Item 1(b). Address of Issuer’s Principal Executive
Offices:
The Issuer’s principal executive offices are located at
2 Burlington Woods Drive, Suite 100, Burlington, MA 01803.
Item 2(a). Names of Persons Filing:
This Amendment No. 3 is filed by: |
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(i) |
Ionic Ventures LLC, a California limited liability company (“Ionic”); |
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(ii) |
Ionic Management, LLC, a Delaware limited liability company (“Ionic Management”); |
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(iii) |
Brendan O’Neil (“Mr. O’Neil”); and |
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(iv) |
Keith Coulston (“Mr. Coulston”). |
The foregoing persons are hereinafter sometimes
collectively referred to as the “Reporting Persons”. Any disclosures herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into
a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Amendment No. 3, pursuant to which they have agreed to
file this Amendment No. 3 and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)
of the Act.
The filing of this Amendment No. 3 should
not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported
herein.
Item 2(b). Address of Principal Business Office or, if none,
Residence:
The principal business address of each
of the Reporting Persons is 3053 Fillmore Street, Suite 256, San Francisco, CA 94123.
Item 2(c). Citizenship:
Ionic is a limited liability company organized
under the laws of the State of California. Ionic Management is a limited liability company organized under the laws of the State
of Delaware. Each of Mr. O’Neil and Mr. Coulston is a citizen of the United States.
Item 2(d). Title of Class of Securities:
The title of the class of securities to
which the Schedule 13G, the Amendments and this Amendment No. 3 relates is the Issuer’s common stock, par value $0.001 per
share (the “Common Stock”).
Item 2(e). CUSIP Number: 098070501
CUSIP No. 098070501 |
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13G/A |
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Page 7 of 10 Pages |
Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable.
Item 4. Ownership.
The information required by this item with respect
to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 3 and is incorporated herein
by reference for each such Reporting Person. The ownership percentages reported are based on (i) 534,238 shares of Common Stock outstanding
as reported in the Issuer’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission on January
30, 2024, (ii) 36,914 shares of Common Stock issuable upon full exercise of common stock purchase warrants held by Ionic, which are subject
to a 9.99% beneficial ownership blocker, (iii) 3,087 shares of Common Stock issuable upon full exercise of Series A purchase warrants
held by Ionic (the “Series A Warrants”), which further exercises thereof are subject to a 4.99% beneficial ownership
blocker, and (iv) 3,087 shares of Common Stock issuable upon full exercise of Series B purchase warrants held by Ionic (the “Series
B Warrants”), which further exercises thereof are subject to a 4.99% beneficial ownership blocker (such warrants described in
(ii), (iii) and (iv), collectively, the “Warrants”).
Ionic holds the Warrants exercisable for up to
an aggregate of 43,088 shares of Common Stock, of which 6,174 shares are not deemed beneficially owned by Ionic as a result of the triggering
of the 4.99% beneficial ownership limitation in each of the Series A Warrants and the Series B Warrants, which prohibits Ionic from exercising
each of the Series A Warrants and the Series B Warrants if, as a result of such exercise, the holder, together with its affiliates and
any persons acting as a group together with such holder or any of such affiliates, would beneficially own more than 4.99% of the total
number of shares of Common Stock then issued and outstanding immediately after giving effect to such exercise.
Ionic is the beneficial owner of 36,914
shares of Common Stock (the “Shares”). Ionic has the power to dispose of and the power to vote the Shares beneficially
owned by it, which power may be exercised by its manager, Ionic Management. Each of the managers of Ionic Management, Mr. O’Neil
and Mr. Coulston, has shared power to vote and/or dispose of the Shares beneficially owned by Ionic and Ionic Management. Neither
Mr. O’Neil nor Mr. Coulston directly owns the Shares. By reason of the provisions of Rule 13d-3 of the Act, each of Mr. O’Neil
and Mr. Coulston may be deemed to beneficially own the Shares which are beneficially owned by each of Ionic and Ionic Management,
and Ionic Management may be deemed to beneficially own the Shares which are beneficially owned by Ionic.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
CUSIP No. 098070501 |
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13G/A |
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Page 8 of 10 Pages |
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below each of the Reporting
Persons certify that, to the best of each of their knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
CUSIP No. 098070501 |
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13G/A |
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Page 9 of 10 Pages |
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2024 |
IONIC VENTURES, LLC |
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By: Ionic Management, LLC, |
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its Manager |
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By: |
/s/ Keith Coulston |
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Name: Keith Coulston |
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Title: Manager |
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IONIC MANAGEMENT, LLC |
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By: |
/s/ Keith Coulston |
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Name: Keith Coulston |
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Title: Manager |
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/s/ Brendan O’Neil |
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Brendan O’Neil |
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/s/ Keith Coulston |
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Keith Coulston |
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CUSIP No. 098070501 |
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13G/A |
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Page 10 of 10 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that
the foregoing Amendment No. 3 to Statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to such Statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing
additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate. The undersigned hereby further agree that this Joint Filing Agreement may be executed
in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts
shall together constitute one and the same instrument.
Date: February 14, 2024 |
IONIC VENTURES, LLC |
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By: Ionic Management, LLC, |
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its Manager |
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By: |
/s/ Keith Coulston |
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Name: Keith Coulston |
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Title: Manager |
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IONIC MANAGEMENT, LLC |
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By: |
/s/ Keith Coulston |
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Name: Keith Coulston |
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Title: Manager |
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/s/ Brendan O’Neil |
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Brendan O’Neil |
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/s/ Keith Coulston |
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Keith Coulston |
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