SEC Comment Letter for Bone Biologics Corp (BBLG, BBLGW) (CIK 0001419554) (BBLG) — Jan 21, 2015
Bone Biologics Corp (BBLG, BBLGW) (CIK 0001419554)
Date: Jan. 21, 2015 · CIK: 0001419554 · Accession: 0000000000-15-002880
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-200156
Referenced dates: December 9, 2014
Letter
January 21, 2015 Via E -mail Michael Schuler Chief Executive Officer Bone Biologics, Corp. 175 May Street, Suite 400 Edison, NJ 08837
Re: Bone Biologics, Corp. Registration Statement on Form S-1 Response dated January 6, 2015 File No. 333-200156
Dear Mr. Schuler :
We have limited our review of your registration statement to those issues w e have addressed in our comment. In our comment , we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comment applies to yo ur facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have addition al comments.
General
1. We note your response to comment 1 in our letter dated December 9, 2014. Given the nature and the size of the transaction being registered for resale on behalf of Hankey Capital LLC, we continue to be concerned that this transaction is an indirect primary offering of your securities to the public. Please revise the registration statement to name Hankey Capital LLC as an underwriter. Alternatively, please provide us with additional analysis as to why you believe that the transaction is appropriately characterized as a transaction that is eligible to be made under the Securities Act Rule 415(a)(1)(i). In doing so, please be sure to give due consideration to the following points:
There is currently no liquid tradin g market for your securities;
Hankey Capita l LLC, as you acknowledge in your response letter, re ceived the shares being offered less than three months ago; and
Michael Schuler Bone Biologics, Corp. January 21, 2015 Page 2
Hankey Capital LLC is offering 10,284,811 of the 15,213,818 shares covered by the registratio n statement.
Please contact Jennifer López, Staff Attorney, at (202) 551 -3792 , Liz Walsh, Staff Attorney, at (202) 551 -3696 or me at (202) 551 -3720 with any other questions.
Sincerely,
/s/ Elizabeth C. Walsh for
Show Raw Text
January 21, 2015
Via E -mail
Michael Schuler
Chief Executive Officer
Bone Biologics, Corp.
175 May Street, Suite 400
Edison, NJ 08837
Re: Bone Biologics, Corp.
Registration Statement on Form S-1
Response dated January 6, 2015
File No. 333-200156
Dear Mr. Schuler :
We have limited our review of your registration statement to those issues w e have
addressed in our comment. In our comment , we may ask you to provide us with information so
we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information . Where you do not believe our comment applies to yo ur facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have addition al comments.
General
1. We note your response to comment 1 in our letter dated December 9, 2014. Given the
nature and the size of the transaction being registered for resale on behalf of Hankey
Capital LLC, we continue to be concerned that this transaction is an indirect primary
offering of your securities to the public. Please revise the registration statement to name
Hankey Capital LLC as an underwriter. Alternatively, please provide us with additional
analysis as to why you believe that the transaction is appropriately characterized as a
transaction that is eligible to be made under the Securities Act Rule 415(a)(1)(i). In
doing so, please be sure to give due consideration to the following points:
There is currently no liquid tradin g market for your securities;
Hankey Capita l LLC, as you acknowledge in your response letter, re ceived the shares
being offered less than three months ago; and
Michael Schuler
Bone Biologics, Corp.
January 21, 2015
Page 2
Hankey Capital LLC is offering 10,284,811 of the 15,213,818 shares covered by the
registratio n statement.
Please contact Jennifer López, Staff Attorney, at (202) 551 -3792 , Liz Walsh, Staff
Attorney, at (202) 551 -3696 or me at (202) 551 -3720 with any other questions.
Sincerely,
/s/ Elizabeth C. Walsh for
Mara L. Ransom
Assistant Director
cc: William N. Haddad
Reed Smith, LLP