Bone Biologics holders authorize 1-for-2 to 1-for-10 split

Rhea-AI Filing Summary

Bone Biologics Corp. (BBLG) reported that shareholders at its September 28, 2026 annual meeting elected Bruce Stroever, Siddhesh Angle, Robert Gagnon and Philip Meikle as directors to serve until the next annual meeting and until their successors are duly elected and qualified. Shareholders also approved executive compensation on an advisory basis and ratified Weinberg & Company, P.A. as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Shareholders approved the potential issuance of shares underlying certain warrants in an amount equal to or exceeding 20% of common stock outstanding immediately before the warrants were issued. They also approved an amendment authorizing a reverse stock split from 1-for-2 to 1-for-10, at the board’s discretion. The adjournment proposal passed, but an adjournment was unnecessary because Proposals 1–5 passed. Of 2,011,057 shares entitled to vote, 951,746 were present or represented by proxy.

Filing Explained

If the board implements the approved 1-for-2 to 1-for-10 reverse split, outstanding shares would fall and the per-share price would rise proportionally; the split itself does not change company value.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 2,011,057 shares Shares present or represented by proxy: 951,746 shares Potential warrant-related share issuance threshold: Equal to or exceeding 20% of common stock outstanding immediately prior to warrant issuance +3 more

6 metrics

Shares entitled to vote 2,011,057 shares Annual meeting on September 28, 2026

Shares present or represented by proxy 951,746 shares Annual meeting on September 28, 2026

Potential warrant-related share issuance threshold Equal to or exceeding 20% of common stock outstanding immediately prior to warrant issuance Shareholders approved the potential issuance

Approved reverse stock split range 1-for-2 to 1-for-10 At the board’s discretion

Votes for reverse stock split amendment 806,603 votes Annual meeting vote

Votes for auditor ratification 898,011 votes Ratification for the fiscal year ending December 31, 2026

Key Terms

broker non-votes, reverse stock split, Nasdaq Listing Rule 5635(d), advisory basis

4 terms

broker non-votes technical

"Broker non-votes represent shares held by broker nominees"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

reverse stock split financial

"to effect a reverse stock split of its outstanding common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Nasdaq Listing Rule 5635(d) regulatory

"for purposes of complying with Nasdaq Listing Rule 5635(d)"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

advisory basis regulatory

"approved, on an advisory basis, the Company’s executive compensation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split did BBLG shareholders approve?

Shareholders approved an amendment authorizing a reverse stock split from 1-for-2 to 1-for-10, at the board’s discretion. The proposal received 806,603 votes for, 137,720 against and 7,423 abstentions.

Did BBLG shareholders approve potential warrant share issuance?

Yes. Shareholders approved potential issuance of common shares underlying certain warrants in an amount equal to or exceeding 20% of common stock outstanding immediately before warrant issuance. The vote was 147,340 for, 42,233 against, 3,307 abstentions and 758,866 broker non-votes.

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

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Available on EDGAR 09/29/2026 - 05:01 PM Accepted by SEC EDGAR 09/29/2026 - 05:00 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 28, 2026

BONE BIOLOGICS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-40899		42-1743430
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2 Burlington Woods Drive, Ste. 100 Burlington, MA		01803
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 552-4452

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BBLG		Nasdaq Capital Market
Warrants to Purchase Common Stock, par value $0.001 per share		BBLGW		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of stockholders (the “Annual Meeting”) of Bone Biologics Corporation (the “Company”), held on September 28, 2026, the Company’s stockholders voted on the matters described below. The number of shares of common stock entitled to vote at the Annual Meeting was 2,011,057. The number of shares of common stock present or represented by proxy at the Annual Meeting was 951,746. The voting results for the proposals are as follows:

Proposal 1. The Company’s stockholders elected the following four director nominees to serve until the date of the next Annual Meeting of stockholders following the date such persons are elected as directors, and until their successors are duly elected and qualified. The results of the vote are summarized in the table below.

Director Nominees		Votes For		Votes Withheld		Broker Non-Votes
Bruce Stroever		152,615		3,941		758,866
Siddhesh Angle		155,570		3,842		758,866
Robert Gagnon		158,799		3,892		758,866
Philip Meikle		158,783		3,891		758,866

Proposal 2. The Company’s stockholders approved, on an advisory basis, the Company’s executive compensation. The results of the vote are summarized in the table below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
139,592		49,851		3,437		758,866

Proposal 3. The Company’s stockholders ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote are summarized in the table below.

Votes For		Votes Against		Abstentions
898,011		49,834		3,901

Proposal 4. The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of the Company’s common stock underlying certain warrants issued by us pursuant to that certain Securities Purchase Agreement, dated as of July 7, 2026, by and among the Company and the investor named on the signatory pages thereto, and that certain Engagement Letter, by and among the Company and H.C. Wainwright & Co., LLC, dated as of March 11, 2025, as amended, in an amount equal to or in excess of 20% of the Company’s common stock outstanding immediately prior to the issuance of such warrants. The results of the vote are summarized in the table below.

Votes For		Votes Against		Abstentions		Broker Non-Votes
147,340		42,233		3,307		758,866

Proposal 5. The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its outstanding common stock in a range of not less than 1-for-2 but not more than 1-for-10, at the discretion of the board of directors. The results of the vote are summarized in the table below.

Votes For		Votes Against		Abstentions
806,603		137,720		7,423

Proposal 6. The Company’s stockholders approved a proposal to adjourn the Annual Meeting, if necessary or appropriate, if there are not sufficient votes at the time of the Annual Meeting to approve the proposals submitted to the Company’s stockholders and/or establish a quorum for the Annual Meeting. The results of the vote are summarized in the table below.

Votes For		Votes Against		Abstentions
806,477		137,919		7,350

Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.

Because Proposals 1, 2, 3, 4 and 5 were approved by the Company’s stockholders, an adjournment of the Annual Meeting was not necessary.

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: September 29, 2026
	By:	/s/ JEFFREY FRELICK
		Jeffrey Frelick, Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.0 KB
• EX-101 XBRL LABEL FILE 35.9 KB
• EX-101 XBRL PRESENTATION FILE 24.7 KB