UNITED STATES
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Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Executive Officer Amended and Restated Letter Agreement
On March 12, 2024, Bone Biologics Corporation (the “Company”) and Jeffrey Frelick, entered into an amended and restated letter agreement, effective as of January 1, 2024 (the “Frelick Agreement”). The Frelick Agreement replaces and supersedes the letter agreement entered into between the Company and Jeffrey Frelick on June 8, 2015 as described in the Company’s filings with the Securities and Exchange Commission. Pursuant to the Frelick Agreement, Mr. Frelick will continue to serve as the Company’s Chief Executive Officer.
The Frelick Agreement continues to be automatically renewable for successive one-year periods on January 1st of each calendar year, unless either party provides notice of non-renewal to the other no later than July 9th during any term. The Frelick Agreement continues to provide Mr. Frelick: (i) an annual base salary of $300,000, (ii) the opportunity to earn an annual bonus targeted at 50% of the then-current salary based on reasonably achievable key performance indicators, (iii) eligibility to participate in the Company’s benefit plans, and (iv) reimbursement for expenses necessarily and properly incurred in accordance with the Company’s policies on the same. Under the terms of the amended and restated agreement, Mr. Frelick is eligible to receive a transaction bonus of 1% to 2% of the transaction value depending on the size of the transaction in the event the Company is acquired. The Frelick agreement contains standard restrictive covenants, including non-competition and non-solicitation, and terms and conditions customarily found in similar agreements.
Pursuant to the Frelick Agreement, if Mr. Frelick is terminated without cause, he will receive, in addition to any accrued compensation and benefits, a severance payment equal to one year of his then-current base salary, insurance coverage or reimbursement of COBRA payments for a term of one year, and will be eligible, subject to the Board of Director’s discretion, for a pro-rata annual bonus.
A copy of the Frelick Agreement will be filed with the Company’s Quarterly Report on Form 10-Q for the three-months ending March 31, 2024.
Amendment to Chief Financial Officer Letter Agreement
On March 12, 2024, the Company entered into an amendment (the “Amendment”) to the letter agreement between the Company and Deina Walsh, the Company’s Chief Financial Officer, dated December 17, 2021. The Amendment became effective as of March 11, 2024. Under the terms of the Amendment, Ms. Walsh is eligible to receive a transaction bonus of 0.5% to 1% of the transaction value depending on the size of the transaction in the event the Company is acquired.
A copy of the Amendment will be filed with the Company’s Quarterly Report on Form 10-Q for the three-months ending March 31, 2024.
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.
| BONE BIOLOGICS CORPORATION | ||
| Date: March 15, 2024 | ||
| By: | /s/ Jeffrey Frelick | |
| Jeffrey Frelick | ||
| Chief Executive Officer | ||
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