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Bone Biologics Announces up to $9.0 Million Private Placement Priced At-The-Market Under Nasdaq Rules

(Very High)
(Positive)
Tags
private placement

Bone Biologics (Nasdaq: BBLG) entered a definitive agreement for a private placement priced at-the-market, raising approximately $3.0 million upfront by selling 2,112,677 common shares (or pre-funded warrants) plus Series F and short-term Series G warrants at $1.42 per share.

If all warrants are exercised in cash, potential additional gross proceeds are about $6.0 million. Net proceeds are intended to fund clinical trials, maintain and extend the patent portfolio, and for working capital and general corporate purposes.

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Positive

  • Approximate $3.0 million upfront gross proceeds to strengthen liquidity
  • Up to about $6.0 million additional gross proceeds if all warrants exercised in cash
  • Funding earmarked for clinical trials and patent portfolio maintenance
  • Single healthcare-focused institutional investor participates in the financing

Negative

  • Issuance of 2,112,677 shares and warrants implies potential shareholder dilution
  • Additional dilution risk if Series F and G warrants for 4,225,354 shares are fully exercised
  • Gross proceeds subject to placement agent fees and offering expenses
  • No assurance that any warrants will be exercised to provide extra capital

Market reaction: BBLG -8.84% on at-the-market private placement

-8.84%
17 alerts
-8.84% News Effect
+11.1% Peak Tracked
-20.2% Trough Tracked
-$266K Valuation Impact
$2.75M Market Cap
0.4x Rel. Volume

On the day this news was published, BBLG declined 8.84%, reflecting a notable negative market reaction. Argus tracked a peak move of +11.1% during that session. Argus tracked a trough of -20.2% from its starting point during tracking. Our momentum scanner triggered 17 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $266K from the company's valuation, bringing the market cap to $2.75M at that time.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -8.8% in the session following this news. A sharp decline would fit a typical reacti...
Analysis

The stock moved -8.8% in the session following this news. A sharp decline would fit a typical reaction to small-cap biotech financings, as this deal adds equity and warrants on at-the-market terms. With mixed past responses to news and low short interest, pressure would likely reflect dilution concerns rather than covering.

Key Figures

Gross proceeds upfront: $3.0 million Potential warrant proceeds: $6.0 million Securities issued: 2,112,677 shares +5 more
8 metrics
Gross proceeds upfront $3.0 million Private placement upfront proceeds before fees
Potential warrant proceeds $6.0 million Additional gross proceeds if Series F and G warrants fully exercised for cash
Securities issued 2,112,677 shares Common stock (or pre-funded warrants) sold in private placement
Purchase/exercise price $1.42 per share Price per common share or pre-funded warrant and related warrants
Series F warrant term 5 years From later of stockholder approval or resale registration effective date
Series G warrant term 18 months From later of stockholder approval or resale registration effective date
Expected closing date July 9, 2026 Target closing for private placement, subject to customary conditions
Exemption cited Section 4(a)(2) and Regulation D U.S. Securities Act private placement exemptions

Historical Context

2 past events · Latest: May 19 (Positive)
Pattern 2 events
Date Event Sentiment 24h Move Catalyst
May 19 product stability update Positive +0.8% Extended validated shelf life of rhNELL-1 protein product to 29 months.
Jan 08 corporate milestones update Positive -1.3% Outlined 2025 milestones and 2026 outlook, including prior $5.0M offering.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news has drawn mixed price reactions, with one positive alignment and one divergence on generally constructive updates.

Key Terms

pre-funded warrants, series f warrants, series g warrants, section 4(a)(2), +2 more
6 terms
pre-funded warrants financial
"shares of common stock (or pre-funded warrants in lieu thereof), Series F warrants"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
series f warrants financial
"Series F warrants to purchase up to 2,112,677 shares of common stock"
Series F warrants are a specific tranche of warrants issued by a company that give the holder the right to buy a set number of common shares at a predetermined price before the warrants expire; the “Series F” label distinguishes this issuance from other warrant tranches. They matter to investors because if holders exercise them the company’s share count increases, which can change ownership percentages and affect per-share value—similar to more people entering a venue and reducing each person’s share of the seats.
series g warrants financial
"short-term Series G warrants to purchase up to 2,112,677 shares of common stock"
A Series G warrant is a specific batch of warrants — financial instruments that give the holder the right, but not the obligation, to buy a company’s stock at a set price before a deadline. Think of it like a ticket that lets you lock in today’s price for a future purchase; investors care because exercise can dilute existing shares or provide a way to profit if the stock rises above the ticket price, affecting a company’s value and shareholder returns.
section 4(a)(2) regulatory
"in a private placement under Section 4(a)(2) of the Securities Act of 1933"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
regulation d regulatory
"and/or Regulation D promulgated thereunder and, along with the shares"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
registration statement regulatory
"the effective date of the registration statement covering the resale of the shares"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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$3.0 million upfront with up to approximately $6.0 million of potential additional gross proceeds upon the exercise in full of warrants in cash

BURLINGTON, Mass., July 07, 2026 (GLOBE NEWSWIRE) -- Bone Biologics Corporation (Nasdaq: BBLG, BBLGW) (“Bone Biologics,” or the “Company”), a developer of orthobiologic products for spine fusion markets, today announced that it has entered into a definitive agreement with a single healthcare-focused institutional investor for the issuance and sale of an aggregate of 2,112,677 shares of common stock (or pre-funded warrants in lieu thereof), Series F warrants to purchase up to 2,112,677 shares of common stock and short-term Series G warrants to purchase up to 2,112,677 shares of common stock at a purchase price of $1.42 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants in a private placement priced at-the-market under the rules of the Nasdaq Stock Market. The Series F warrants and the Series G warrants will have an exercise price of $1.42 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the warrants (the “Stockholder Approval Date”). The Series F warrants will expire five years from the later of (x) the Stockholder Approval Date or (y) the effective date of the registration statement covering the resale of the shares issuable upon exercise of the warrants (the “Effective Date”), and the Series G warrants will expire 18 months from the later of (x) the Stockholder Approval Date or (y) the Effective Date. The closing of the offering is expected to occur on or about July 9, 2026, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be approximately $3.0 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Series F warrants and the Series G warrants, if fully exercised on a cash basis, will be approximately $6.0 million. No assurance can be given that any of the warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the warrants. The Company intends to use the net proceeds from the offering to fund clinical trials, maintain and extend its patent portfolio and for working capital and other general corporate purposes.

The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the shares, warrants and the shares of common stock issuable thereunder may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with investors, the Company has agreed to file a resale registration statement covering the securities described above.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Bone Biologics

Bone Biologics was founded to pursue regenerative medicine for bone. The Company is undertaking a clinical study in Australia with select strategic partners that builds on the preclinical research of the NELL-1 protein. Bone Biologics is focusing development efforts for its bone graft substitute product on bone regeneration in spinal fusion procedures, while additionally having rights to trauma and osteoporosis applications.

Forward-Looking Statements

Statements in this press release that are not strictly historical in nature are forward-looking statements. These statements are based on the Company’s current beliefs and expectations, and new risks may emerge from time to time. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other factors including, but not limited to, those related to: the completion of the offering; the satisfaction of customary closing conditions related to the offering; the intended use of proceeds therefrom; the receipt of stockholder approval; the effectiveness of the registration statement covering the resale of the shares of common stock underlying the warrants; the potential exercise of the warrants and potential proceeds therefrom. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties, including but not limited to market and other conditions. Actual events or results may differ materially from those projected in any of such statements due to various factors, including the risks described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s other filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are qualified in their entirety by this cautionary statement, and Bone Biologics undertakes no obligation to revise or update this press release to reflect events or circumstances after the date hereof, except as required by law.

Contacts:
CORE IR
(212) 655-0924
investors@bonebiologics.com


FAQ

What did Bone Biologics (NASDAQ: BBLG) announce about its July 2026 private placement?

Bone Biologics announced a private placement expected to raise approximately $3.0 million in upfront gross proceeds. According to Bone Biologics, the deal includes common stock or pre-funded warrants plus Series F and Series G warrants, all priced at $1.42 per share.

How much capital could Bone Biologics (BBLG) raise from warrants in this private placement?

Bone Biologics could receive approximately $6.0 million in additional gross proceeds if all Series F and Series G warrants are fully exercised in cash. According to Bone Biologics, there is no assurance any warrants will be exercised or that cash proceeds will be realized.

What are the key terms of the Bone Biologics (BBLG) Series F and G warrants?

The Series F and G warrants have an exercise price of $1.42 per share and become exercisable upon stockholder approval. According to Bone Biologics, Series F warrants expire five years after specified dates, while short-term Series G warrants expire 18 months after those dates.

When is the Bone Biologics (BBLG) private placement expected to close?

The private placement closing is expected on or about July 9, 2026, subject to customary conditions. According to Bone Biologics, the securities are being issued in a private placement under Section 4(a)(2) and/or Regulation D of the Securities Act.

How will Bone Biologics use the proceeds from the BBLG private placement?

Bone Biologics plans to use net proceeds to fund clinical trials, support its patent portfolio, and for working capital. According to Bone Biologics, funds will also cover other general corporate purposes related to its orthobiologic spine fusion product development.

What is the share and warrant structure in the Bone Biologics (BBLG) July 2026 financing?

The financing covers 2,112,677 shares of common stock or pre-funded warrants, plus Series F and Series G warrants for up to 2,112,677 shares each. According to Bone Biologics, all are priced at $1.42 per share or pre-funded warrant with accompanying warrants.

Is the Bone Biologics (BBLG) July 2026 private placement dilutive for existing shareholders?

The transaction introduces new shares and warrants, which can dilute existing shareholders if fully exercised. According to Bone Biologics, 2,112,677 shares and Series F and G warrants for up to 4,225,354 additional shares are being issued in the private placement structure.