SEC Company Response from Bone Biologics Corp (BBLG, BBLGW) (CIK 0001419554) (BBLG) — Apr 29, 2015
Bone Biologics Corp (BBLG, BBLGW) (CIK 0001419554)
Date: April 29, 2015 · CIK: 0001419554 · Accession: 0001493152-15-001638
AI Filing Summary & Sentiment
File numbers found in text: 333-200156
Referenced dates: December 9, 2014, January 21, 2015
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CORRESP
1
filename1.htm
Reed
Smith LLP
599
Lexington Avenue
New
York, NY 10022-7650
+1
212 521 5400
Fax
+1 212 521 5450
reedsmith.com
April 30,
2015
VIA EDGAR
Securities
and Exchange Commission
Division
of Corporate Finance
100 F Street,
N.E.
Washington,
D.C. 20549
Attn: Mara
L. Ransom, Assistant Director
Re: Bone
Biologics, Corp.
Registration
Statement on Form S-1
File
No. 333-200156
Dear Ms.
Ransom:
On
behalf of our client, Bone Biologics, Corp., a Delaware corporation (the “Company”), we hereby provide responses
to comments (the “Comments) of the staff of the U.S. Securities and Exchange Commission (the “Staff”)
issued in a letter dated January 21, 2015 (the “Staff’s Letter”) regarding the Company’s above-referenced
Registration Statement on Form S-1 (the “Registration Statement”), as filed with the U.S. Securities and Exchange
Commission (the “Commission”) on November 12, 2014 and the Company’s response dated January 6, 2015,
in response to the Staff’s comments issued in a letter dated December 9, 2014. Following this submission, we will file on
the EDGAR system a complete copy of Amendment No. 1 to the Registration Statement reflecting the responses of the Company below.
In
order to facilitate your review, the Comments in the Staff’s Letter were set forth below in bold font, and our response
follows such Comments. In our response, page number references are to the Registration Statement. Terms used but not defined herein
have the respective meanings assigned thereto in the Registration Statement.
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 trading market for your securities;
●
Hankey
Capital LLC, as you acknowledge in your response letter, received the shares being offered less than three months ago; and
●
Hankey
Capital LLC is offering 10,284,811 of the 15,213,818 shares covered by the registration statement.
Response
to Comment No. 1
The
Company acknowledges the Staff’s comment and in response the Company will reduce
the shares registered on behalf of Hankey Capital LLC from 10,284,811 to 3,164,557. The
3,164,557 shares to be registered on behalf of Hankey Capital LLC were issued
pursuant to the Hankey Capital LLC convertible note investment. As a result,
the number of shares being registered for resale pursuant to the Registration Statement
will be reduced to 8,063,313. The Company currently has 24,269,047 shares issued and
outstanding and a total of 34,951,839 shares outstanding on a fully diluted basis. The
Company respectfully submits that the proposed offering of shares of the Company’s
common stock by Hankey Capital LLC as contemplated by the Registration Statement is properly
regarded as a secondary offering.
The company has authorized
me to acknowledge on its behalf that:
●
should the Commission
or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;
●
the action of
the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
●
the Company may
not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.
Should
you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0379.
Sincerely,
/s/ William
N. Haddad
William
N. Haddad
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