UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 7)
BONE BIOLOGICS CORPORATION
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
098070204
(CUSIP Number)
Eugene Leydiker c/o Hankey Capital, LLC
4751 Wilshire Blvd., Suite 110
Los Angeles, California 90010
(310) 692-4026
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 15, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨
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. 83362P102 | 13D | Page 2 of 6 Pages |
| 1 | NAME
OF REPORTING PERSON Don Hankey | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
|
| (a) [X] | ||
| (b) [ ] | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE
OF FUNDS PF, WC | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 144,656(1) |
| 8 | SHARED
VOTING POWER 7,533,688(2) | |
| 9 | SOLE
DISPOSITIVE POWER 144,656(1) | |
| 10 | SHARED
DISPOSITIVE POWER 7,533,688(2) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,678,344 |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 70.92% |
| 14 | TYPE
OF REPORTING PERSON IN |
(1) Consists of 144,656 shares owned by the Don Hankey Trust (the “Trust”) of which Don Hankey is the sole Trustee.
(2) Consists of 7,025,802 shares owned by Hankey Capital LLC (“Hankey Capital”); 31,696 shares held by H&H Funding LLC of which Mr. Hankey is the sole manager; and 476,190 shares issuable upon exercise of warrants issued to Hankey Capital. The Trust owns an 86.41% interest in Hankey Capital . Don Hankey is the Manager of Hankey Capital.
| CUSIP No. 098070204 | 13D | Page 3 of 6 Pages |
| 1 | NAME
OF REPORTING PERSON Hankey Capital, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
|
| (a) [X] | ||
| (b) [ ] | ||
| 3 | SEC USE ONLY | |
| 4 | SOURCE
OF FUNDS WC | |
| 5 | CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION California | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE
VOTING POWER 0 |
| 8 | SHARED
VOTING POWER 7,501,992 (1) | |
| 9 | SOLE
DISPOSITIVE POWER 0 | |
| 10 | SHARED
DISPOSITIVE POWER 7,501,992 (1) |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,501,992 |
| 12 | CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(2) [ ] |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 69.29% |
| 14 | TYPE
OF REPORTING PERSON 0 |
(1) Consists of 7,025,802 shares and 476,190 shares issuable upon of exercise of warrants.
| CUSIP No. 098070204 | 13D | Page 4 of 6 Pages |
Item 1. Security and Issuer.
This report on Schedule 13D (this “Report”) pertains to the common stock, par value $0.001 per share, of Bone Biologics Corporation, a Delaware corporation (the “Company” or the “Issuer”). The Issuer’s principal executive offices are located at 2 Burlington Woods Drive, Suite 100, Burlington, MA 01803.
Item 2. Identity and Background.
This Report is being filed on behalf of Don Hankey and Hankey Capital, LLC (collectively, the “Reporting Persons”).
The address of the Reporting Persons is 4751 Wilshire Blvd., Suite 110, Los Angeles, California 90010.
Mr. Hankey’s principal occupation is as Manager of Hankey Capital LLC (“Hankey Capital”).
Hankey Capital’s principal business is investment. Hankey Capital is a California limited liability company.
During the last five years, neither of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities, subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of the Company’s Common Stock were acquired by Hankey Capital using its working capital as follows: (a) the purchase of 1,415,867 shares pursuant to a Securities Purchase Agreement dated as of June 11, 2018 (the “Purchase Agreement”) between the Company and Hankey Capital, (b) the purchase of 31,696 shares of H&H Funding, (c) 5,928,774 shares acquired pursuant to conversion of debt in October 2021, and (d) 476,190 shares and warrants to purchase 476,190 shares acquired by Hankey Capital in the October 2021 public offering of the Issuer. The shares held by the Don Hankey Trust (“Trust”) were acquired pursuant to the Company’s rights offering through the use of the Trust’s own funds. The shares of H&H Funding were contributed to H&H Funding by its members.
Item 4. Purpose of the Transaction
The shares of Common Stock acquired by the Reporting Persons prior to the execution of the Purchase Agreement were acquired for investing purposes. As a result of the purchase of shares pursuant to the Purchase Agreement, Don Hankey, as the beneficial owner of such shares, acquired control of the Company. Pursuant to the Purchase Agreement, Don Hankey was appointed Chairman of the Board. Pursuant to a Debt Conversion Agreement dated as of October 8, 2021 between the Issuer and Hankey Capital, Hankey Capital converted $12,767,894 in principal amount and $2,054,039 in accrued interest evidenced by convertible notes and pursuant to credit facilities into 5,928,774 shares of the Issuer’s Common Stock based on a conversion rate of $2.50. Additionally, Hankey Capital cancelled and returned to the treasury of the Issuer an aggregate of 9,361,702 shares representing “Collateral Shares” issued to secure the Issuer’s obligations under the debt documents. Additionally, Hankey Capital purchased units consisting of 476,190 shares of the Issuer’s Common Stock and warrants to purchase 476,190 shares with an exercise price of $6.30 per share. The purchase price for each unit was $5.25. Except as set forth, there are no other actions presently contemplated in the nature of those listed in Items 4(a)-(j) of Schedule 13D.
| CUSIP No. 098070204 | 13D | Page 5 of 6 Pages |
Item 5. Interest in Securities of the Issuer
Don Hankey has an indirect beneficial ownership of 7,678,344 shares constituting approximately 70.92% of the Company’s shares. Mr. Hankey has sole voting power and sole dispositive power of 144,656 shares as sole Trustee of the Don Hankey Trust and shared voting power and shares dispositive power of 7,533,688 shares through Hankey Capital and as sole manager of H&H Funding LLC (see footnote (1) and (2) to the table). Hankey Capital has shared voting power and shared dispositive power over 7,501,192 shares constituting 69.29% of the Company’s shares (see footnote (1) to the table).
During the past sixty days, the following transactions were effected by the Reporting Persons:
Effective October 15, 2021, Hankey Capital acquired 5,928,774 shares pursuant to the conversion of debt and the Company cancelled 9,361,702 shares which were collateral for such debt.
Effective October 15, 2021, Hankey Capital acquired in the Company’s public offering 476,190 units at a purchase price of $5.25, each unit consisting of one share of Common Stock and one warrant to purchase Common Stock at an exercise price of $6.30.
Effective October 15, 2021, Hankey Capital gifted an aggregate of 1,004,310 shares to six unaffiliated persons.
The information set forth in Item 4, above is incorporated herein by reference.
Except as described in this Report, no person has the power to direct the receipt of dividends on, or proceeds of sales of, the shares of Common Stock owned beneficially by the Reporting Persons.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer
Other than as described in Item 4, above, which information is incorporated herein by reference, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits
| CUSIP No. 098070204 | 13D | Page 6 of 6 Pages |
SIGNATURES
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.
| Dated: November 1, 2021 | /s/ Don Hankey | |
| Don Hankey | ||
| Dated: November 1, 2021 | /s/ Hankey Capital, LLC | |
| By: | Don Hankey, Manager | |
Exhibit 99.1
DEBT CONVERSION AGREEMENT
THIS DEBT CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2021 by and between Bone Biologics Corporation, a Delaware corporation (the “Company”), and Hankey Capital, LLC (“Purchaser”).
RECITALS
A. Purchaser has made advances to the Company in the aggregate amount of $12,767,894 (the “Advances”) evidenced by convertible notes as well as pursuant to credit facilities. To secure the obligations of the Company under the Advances, the Company issued to Purchaser shares of its Common Stock (the “Collateral Shares”).
B. The Company is engaging in an underwritten public offering of shares of its Common Stock and warrants to purchase Common Stock (the “Public Offering”). In connection with the Public Offering, the Company will effect a reverse split of one-to-2.5 (the “Reverse Split”).
C. On the terms and subject to the conditions of this Agreement, Purchaser desires to convert the Advances, together with accrued interest thereon in the amount of $2,054,039 (the “Accrued Interest”), for shares of the Common Stock of the Company at a conversion rate of $2.50 per share on a post Reverse Split basis.
NOW, THEREFORE, with reference to the foregoing facts, the Company and the Purchaser agree as follows:
AGREEMENT
1. Conversion of Advances and Accrued Interest and Cancellation of Collateral Shares. The Company hereby agrees to issue to Purchaser an aggregate of 5,928,774 shares (the “Shares”) of Common Stock of the Company, and the Purchaser hereby agrees to convert the Advances and Accrued Interest into the Shares. The number of Shares has been determined based upon dividing the outstanding Advances and Accrued Interest by $2.50, which is the applicable conversion price post Reverse Spit. The Company agrees to instruct its transfer agent to issue the Shares to Purchaser promptly upon closing of the Public Offering. It is understood that any additional accrued interest on the Advances shall be paid by the Company in cash at the closing of the Public Offering. Additionally, Purchaser agrees to cancel and return to the Treasury of the Company an aggregate of 9,361,702 shares of Common Stock on a post Stock Split basis representing all of the Collateral Shares. The conversion of the Advances and Accrued Interest and cancellation of the Collateral Shares shall occur concurrently with the closing of the Public Offering and is conditioned thereon.
2. Representations and Warranties of the Purchaser. Purchaser hereby represents and warrants to, and agrees with, the Company as follows:
2.1 Purchaser understands that: (a) the Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws; (b) the issuance and sale of the Shares is intended to be exempt from registration under the Securities Act, by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Agreement.
2.2 Purchaser is acquiring the Shares solely for the Purchaser’s own account for investment and not with a view to resale or distribution thereof, in whole or in part.
2.3 Purchaser must bear the substantial economic risks of the investment in the Shares indefinitely, because none of the Shares may be sold, assigned, transferred, hypothecated or otherwise encumbered or disposed of unless subsequently registered under the Securities Act and applicable state securities laws or any exemption from such registration is available. Legends shall be placed on the Shares to the effect that they have not been registered under the Securities Act or applicable state securities laws. In addition, appropriate notations thereof will be made in the Company’s books, and stop transfer instructions will be placed with the transfer agent of the Shares.
2.4 Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and has no need for liquidity of the investment in the Shares for an indefinite period of time.
2.5 PURCHASER UNDERSTANDS THAT AN INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK.
2.6 Purchaser is an “accredited investor” under Regulation D under the Securities Act.
3. Miscellaneous
3.1 This Agreement constitutes the entire agreement between Purchaser and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions.
3.2 Purchaser’s representations and warranties made in this Agreement shall survive the execution and delivery hereof and delivery of the Shares.
3.3 This Agreement may be executed in one or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.
3.4 Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions hereof are determined to be invalid or contrary to applicable law such invalidity or illegality shall not impair the operation of or affect the remaining portions of this Agreement.
3.5 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware relating to contracts entered into and to be performed wholly within such State.
3.6 Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.
| -2- |
| Bone Biologics Corporation | ||
| By: | ||
| Name: | Jeffrey Frelick | |
| Its: | Chief Executive Officer | |
| PURCHASER: | ||
| Hankey Capital, LLC | ||
| By | : Don Hankey, Manager | |
| -3- |