SCHEDULE: Intracoastal Capital and Affiliates Report 9.99% Stake in Bone Biologics Corporation
Beneficial Ownership Report
Intracoastal Capital LLC, along with Mitchell P. Kopin and Daniel B. Asher, has reported a 9.99% beneficial ownership stake in Bone Biologics Corporation's common stock as of July 3, 2025.
Summary
- Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC (collectively, the "Reporting Persons") have filed a Schedule 13G indicating beneficial ownership in Bone Biologics Corporation.
- As of July 3, 2025, the Reporting Persons collectively beneficially own 153,219 shares of Bone Biologics Corporation's common stock, representing 9.99% of the class.
- This ownership includes 148,500 shares directly held by Intracoastal Capital LLC and 4,791 shares issuable upon the exercise of Intracoastal Warrant 2.
- The calculation of the 9.99% beneficial ownership is based on 545,260 shares of common stock outstanding as of June 20, 2025, plus 793,750 shares issued at the closing of the Securities Purchase Agreement (SPA) transaction, 190,000 shares issued upon exercise of Intracoastal Warrant 1, and the 4,791 shares issuable from Intracoastal Warrant 2.
- The Reporting Persons have shared voting power over 153,219 shares and shared dispositive power over 142,119 shares.
- The filing notes that various warrants (Intracoastal Warrants 1 through 7) contain "blocker provisions" that prevent the holder from exercising them to the extent that such exercise would result in beneficial ownership exceeding 9.99% (or 4.99% for Warrants 4-7).
- Without these blocker provisions, the Reporting Persons would have been deemed to beneficially own 821,294 shares immediately following the SPA on June 27, 2025, and 719,794 shares as of July 3, 2025.
- The acquisition of these securities was not for the purpose of changing or influencing control of the issuer, nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
Sentiment
Score: 5
Explanation: The document is a factual report of beneficial ownership, neither inherently positive nor negative in its content, but the underlying investment activity is generally a positive signal.
Positives
- Significant investment by an institutional investor (Intracoastal Capital LLC) and its principals, indicating confidence in Bone Biologics Corporation.
- The investment structure, including warrants, suggests a long-term interest in the company's growth.
Negatives
- The presence of "blocker provisions" in multiple warrants, while standard for compliance, limits the immediate full exercise of all potential shares, which could be seen as a constraint on the investor's immediate influence or full capital deployment.
Risks
- The "blocker provisions" on warrants mean that the full potential share ownership (and thus potential capital infusion from warrant exercise) is contingent on not exceeding certain beneficial ownership thresholds (9.99% or 4.99%), which could limit future capital deployment or influence if the company's outstanding shares decrease or the investor's stake approaches the limit.
Future Outlook
NA
Management Comments
- The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may 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.
- By signing below I certify that, to the best of my 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.
Industry Context
This filing indicates a significant investment in a company operating in the biologics or medical device sector (implied by "Bone Biologics Corporation"). Such investments by institutional groups like Intracoastal Capital LLC are common across various industries, signaling investor interest in specific companies or sub-sectors.
Comparison to Industry Standards
- The 9.99% beneficial ownership stake is a common threshold for Schedule 13G filings, often chosen to avoid the more stringent reporting requirements of Schedule 13D, which applies to ownership exceeding 5% with an intent to influence or control.
- The use of "blocker provisions" in warrants is a standard legal mechanism employed by investors to manage their beneficial ownership percentages and remain below certain thresholds, thereby avoiding triggering additional regulatory burdens or change-of-control provisions.
Related Party Transactions
- The Securities Purchase Agreement (SPA) between Bone Biologics Corporation and Intracoastal Capital LLC, Mitchell P. Kopin, and Daniel B. Asher represents a transaction between the company and significant investors.
Stakeholder Impact
- Shareholders: The filing indicates a significant new institutional investor, which could be viewed positively as a vote of confidence and potentially increase liquidity or stability. The issuance of new shares and warrants could lead to dilution, though the 9.99% cap limits immediate impact.
- Company Management: The investment provides capital to the company, supporting its operations and strategic initiatives. The certification states no intent to influence control, which suggests a supportive investor relationship.
Next Steps
- Subsequent amendments to this Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
- The Reporting Persons may engage in activities solely in connection with a nomination under Rule 14a-11.
Key Dates
| Date | Description |
|---|---|
| 2025-06-20 | Date as of which 545,260 shares of Common Stock were reported outstanding by the Issuer. |
| 2025-06-27 | Date of event which requires filing of this statement; execution of the Securities Purchase Agreement (SPA) with the Issuer. |
| 2025-06-30 | Date of Form 8-K filing by the Issuer disclosing the Securities Purchase Agreement. |
| 2025-07-03 | Date of filing of this Schedule 13G and the Joint Filing Agreement; date as of which beneficial ownership is reported. |
Keywords
Bone Biologics Corporation, Intracoastal Capital LLC, Mitchell P. Kopin, Daniel B. Asher, Schedule 13G, beneficial ownership, common stock, warrants, SEC filing, institutional investment, equity stake, biologics, medical devices
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