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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): July 7, 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 1.01 | Entry
Into a Material Definitive Agreement. |
On
July 7, 2026, Bone Biologics Corporation (the “Company”) priced a private offering with an investor pursuant to which the
Company agreed to sell to the investor pre-funded warrants (the “Pre-Funded Warrants”) to purchase 2,112,677 shares
of its common stock, par value $0.001 per share (the “Common Stock”), together with Series F warrants (the “Series
F Warrants”) to purchase 2,112,677 shares of Common Stock and Series G warrants (the “Series G Warrants,” together
with the Series F Warrants, the “Warrants”) to purchase 2,112,677 shares of Common Stock at a combined purchase price
of $1.419 per Pre-Funded Warrant and accompanying Warrants (the “Offering”).
Subject
to certain ownership limitations described in the Warrants, (i) the Series F Warrants have an exercise price of $1.42 per share of Common
Stock, are exercisable beginning on the effective date of stockholder approval of the issuance of the Warrants and shares of Common Stock
issuable upon exercise of the Warrants (the “Stockholder Approval Date”) and will expire five years from the later of (A)
the Stockholder Approval Date and (B) the date the registration statement covering the resale of the shares issuable upon exercise of
the Warrants is declared effective by the Securities and Exchange Commission (the “Effective Date”), and (ii) the Series
G Warrants have an exercise price of $1.42 per share of Common Stock, are exercisable beginning on the Stockholder Approval Date and
will expire eighteen months from the later of (A) the Stockholder Approval Date and (B) the Effective Date. The exercise price of the
Warrants will be subject to adjustment for stock dividends, stock splits, reverse splits, and similar capital transactions as described
in the Warrants.
Each
Pre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.001 per share. Subject to certain
ownership limitations described in the Pre-Funded Warrants, the Pre-Funded Warrants are immediately exercisable and may be exercised
at any time until all of the Pre-Funded Warrants are exercised in full. In the event of a fundamental transaction, as described in the
Warrants and Pre-Funded Warrants, the holder will have the right to receive as alternative consideration, for each share of Common Stock
that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares
of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration
receivable upon or as a result of such transaction by a holder of the number of shares of Common Stock for which the Series F Warrant,
Series G Warrant or Pre-Funded Warrant is exercisable immediately prior to such event. A holder will not have the right to exercise any
portion of the Warrants or the Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99%
(or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the
exercise, as such percentage ownership is determined in accordance with the terms of the Warrants or the Pre-Funded Warrants.
In
connection with the Offering, the Company entered into a securities purchase agreement with the investor on July 7, 2026 (the
“Purchase Agreement”). The Purchase Agreement contains customary representations and warranties of the Company, termination
rights of the parties, and certain indemnification obligations of the Company and ongoing covenants of the Company, including a prohibition
on issuance of Common Stock or securities convertible, exercisable or exchangeable into Common Stock by the Company for a period of 60
days after the Effective Date and a prohibition on the Company entering into variable rate transactions for a period of one year
after the Effective Date, subject to certain exceptions. Pursuant to the Purchase Agreement, the Company agreed to seek shareholder
approval with respect to the issuance of the Warrants and the shares of Common Stock issuable upon exercise of the Warrants at its next
annual meeting or a special meeting to be held within 90 days of the closing date of the Offering.
The
Company also entered into a registration rights agreement on July 7, 2026 with the investor (the “Registration Rights Agreement”)
pursuant to which the Company agreed to file a registration statement on Form S-3 (or other appropriate form, including on Form S-1,
if it is not eligible to utilize Form S-3) providing for the resale of the shares of Common Stock issuable upon the exercise of the Pre-Funded
Warrants and Warrants (the “Resale Registration Statement”) within 15 calendar days following the date of the Registration
Rights Agreement, and to use commercially reasonable efforts to cause the Resale Registration Statement to become effective within 45
calendar days from the date of the Registration Rights Agreement (or within 75 calendar days in case of “full review” of
the Resale Registration Statement by the Securities and Exchange Commission).
The
net proceeds to the Company from the Offering were approximately $2.7 million, after deducting Placement Agent’s (as defined below)
fees and other estimated offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Warrants,
if fully-exercised on a cash basis, will be approximately $6 million. 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 closing
of the Offering took place on July 9, 2026.
The
Company engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) as the exclusive placement agent for the Offering.
The Placement Agent did not purchase or sell any securities, nor was it required to arrange the purchase or sale of any minimum number
or dollar amount of securities. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the securities
in the Offering. The Company paid the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company
from the Offering and a management fee equal to 1.0% of the aggregate gross proceeds from the Offering. The Company also reimbursed the
Placement Agent for non-accountable expenses in an amount up to $35,000, and its legal fees and expenses and other out-of-pocket expenses
in the amount of up to $50,000. The Company also issued the Placement Agent or its designees warrants to purchase up to 126,761 shares
of Common Stock (or 6.0% of the aggregate number of Pre-Funded Warrants sold in the Offering) (the “Placement Agent
Warrants”). The Placement Agent Warrants have substantially the same terms as the Series F Warrants, except that the Placement
Agent Warrants have an exercise price equal to $1.775.
The
Pre-Funded Warrants, Warrants, Placement Agent Warrants and the shares of Common Stock issuable thereunder will be sold and issued without
registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided
by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and/or Rule 506 promulgated under the Securities
Act as sales to accredited investors.
The
foregoing is only a summary of the Series F Warrants, the Series G Warrants, the Pre-Funded Warrants, the Placement Agent Warrants,
the Purchase Agreement and the Registration Rights Agreement and does not purport to be a complete description thereof. Such descriptions
are qualified in their entirety by reference to the Form of Series F Warrant, the Form of Series G Warrant, the Form of Pre-Funded Warrant,
the Form of Placement Agent Warrant, the Form of Purchase Agreement, and the Form of Registration Rights Agreement, copies
of which are incorporated by reference as Exhibits 4.1, 4.2, 4.3, 4.4, 10.1, and 10.2, respectively, to this Current Report
on Form 8-K and are incorporated by reference herein.
Cautionary
Note Regarding Forward-Looking Statements
Except
for historical information, all of the statements, expectations, and assumptions contained in this Current Report on Form 8-K are forward-looking
statements. These forward-looking statements include all statements, other than statements of historical fact, regarding the Company’s
current views and assumptions with respect to future events regarding its business, including statements with respect to its plans, assumptions,
expectations, beliefs and objectives with respect to the completion of the Offering, the satisfaction of customary closing conditions
related to the Offering, the intended use of proceeds from the Offering, the future exercise of the Pre-Funded Warrants or Warrants,
the receipt of stockholder approval, the effectiveness of the Resale Registration Statement, product development, clinical studies, clinical
and regulatory timelines, market opportunity, competitive position, business strategies, potential growth opportunities, market and other
conditions and other statements that are predictive in nature.
These
statements are generally identified by the use of such words as “intend,” “potential”, “will,” and
similar statements of a future or forward-looking nature. Readers are cautioned that any forward-looking information provided by the
Company or on its behalf is not a guarantee of future performance. Actual results may differ materially from those contained in these
forward-looking statements as a result of various factors disclosed in filings with the Securities and Exchange Commission, including
the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
on March 2, 2026. All forward-looking statements speak only as of the date on which they are made, and the Company undertakes no duty
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the
extent required by law.
| Item 3.02 | Unregistered
Sales of Equity Securities. |
To
the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated
herein by reference.
On
July 7, 2026, the Company issued a press release announcing that the Company had priced the Offering. A copy of the press release is
attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Series F Warrant dated July 9, 2026 |
| 4.2 |
|
Form of Series G Warrant dated July 9, 2026 |
| 4.3 |
|
Form of Pre-Funded Warrant dated July 9, 2026 |
| 4.4 |
|
Form of Placement Agent Warrant dated July 9, 2026 |
| 10.1* |
|
Form of Securities Purchase Agreement dated July 7, 2026 |
| 10.2 |
|
Form of Registration Rights Agreement dated July 7, 2026 |
| 99.1 |
|
Press release dated July 7, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| |
|
|
| * |
|
Certain
information has been omitted from this exhibit in reliance upon Item 601(a)(5) of Regulation S-K and will be furnished to the Securities
and Exchange Commission upon request. |
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:
July 9, 2026 |
|
|
| |
By: |
/s/
Jeffrey Frelick |
| |
|
Jeffrey
Frelick |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Bone
Biologics Announces up to $9.0 Million Private Placement Priced At-The-Market Under Nasdaq Rules
$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 7, 2026 – 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
#
# #
