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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 10, 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
3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
September 10, 2026, Bone Biologics Corporation (the “Company”) received a letter from the Listing Qualifications Staff of
The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock
for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies
to maintain a minimum bid price of at least $1 per share.
Nasdaq
Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar days, or until March 9, 2027, in which to regain compliance with
the minimum bid price requirement. If the Company evidences a closing bid price of at least $1 per share for a minimum of 10 consecutive
business days during the 180-day compliance period, the Company will regain compliance. In the event the Company does not regain compliance
with the $1 bid price requirement by March 9, 2027, the Company may be eligible for consideration of a second 180-day compliance period
if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq’s
Capital Market, other than the minimum bid price requirement, and notifies Nasdaq of its intent to cure the minimum bid price deficiency.
If
the Company fails to regain compliance with the Nasdaq continued listing standards, Nasdaq will provide notice that the Company’s
common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.
The
notification has no immediate effect on the listing of the Company’s common stock on Nasdaq. The Company intends to monitor the
closing bid price of its common stock and consider its available options in the event the closing bid price of its common stock remains
below $1 per share. The Company intends to seek stockholder approval for a reverse stock split of its outstanding common stock at its
upcoming annual meeting of stockholders. If the closing bid price of the common stock remains below $1 per share and the stockholders
approve the proposal, the Company’s Board of Directors may authorize a reverse stock split to attempt to increase the per share
price of the common stock and regain compliance with the Nasdaq Listing Standards.
Forward-Looking
Statements
This
report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Words like “attempt,” “believe,” “intend,”
“may,” “will,” and “would” or the negative thereof or other variations thereon or comparable terminology,
are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company
believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about
its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or
believes. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs
are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange
Commission (“SEC”), which include, without limitation, its ability to regain compliance with the Nasdaq Listing Standards
and maintain the listing of its securities on Nasdaq, along with the other risks and uncertainties described in the Company’s most
recent Annual Report on Form 10-K and subsequent SEC filings. 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.
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 16, 2026 |
|
|
| |
By: |
/s/
JEFFREY FRELICK |
| |
|
Jeffrey
Frelick, Chief Executive Officer |
