What happened to Bone Biologics’ prior shelf registration and related sales?

Under its prior Form S-3 registration statement No. 333-265872, Bone Biologics previously sold about $1.7 million of common stock under the same sales agreement. That earlier shelf registration is no longer effective or used for sales, with transactions now relying on the newer S-3 shelf framework.

Bone Biologics (NASDAQ: BBLG) adds $1.064M at-the-market stock capacity

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Bone Biologics Corporation is updating its at-the-market equity offering program to permit sales of up to $1,064,000 of common stock through H.C. Wainwright & Co. as sales agent under an existing sales agreement. These potential sales are covered by a prospectus supplement dated March 13, 2026, tied to the company’s effective Form S-3 shelf registration statement. The company previously sold approximately $1.7 million of common stock under the same sales agreement using an earlier shelf registration, which is no longer effective. A legal opinion regarding the validity of the shares covered by the new prospectus supplement is filed as an exhibit.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

03/13/2026 - 04:35 PM

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): March 13, 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 8.01 Other Events.

On March 13, 2026, Bone Biologics Corporation (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Company’s “at the market offering” program for the offer and sale of up to $1,064,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), from time to time through H.C. Wainwright & Co., LLC (“Wainright”), as sales agent, pursuant to the Company’s existing At The Market Offering Agreement (the “Sales Agreement”), dated September 27, 2024.

The Shares, if any, will be issued pursuant to the Prospectus Supplement, dated March 13, 2026, and the accompanying base prospectus, dated September 2, 2025, contained therein, which together form a part of the Company’s “shelf” registration statement on Form S-3 (File No. 333-288290), as amended, initially filed by the Company with the SEC on June 24, 2025 and declared effective by the SEC on September 2, 2025.

The aggregate market value of the Shares eligible for sale under the Prospectus Supplement is currently $1,064,000, which is based on the limitations of General Instruction I.B.6 of Form S-3. The Company previously sold approximately $1.7 million of shares of common stock under the Sales Agreement pursuant to prior prospectus supplements and an accompanying base prospectus, dated July 11, 2022, contained therein, which together formed a part of the Company’s prior “shelf” registration statement on Form S-3 (File No. 333-265872) filed by the Company with the SEC on June 28, 2022 and declared effective by the SEC on July 11, 2022 (the “Prior Registration Statement”). The Prior Registration Statement is no longer effective or being utilized in connection with the sale of Shares under the Sales Agreement.

A copy of the legal opinion as to the legality of the $1,064,000 of Shares issuable under the Sales Agreement and covered by the Prospectus Supplement is filed as Exhibit 5.1 attached hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Harter Secrest & Emery LLP
23.1		Consent of Harter Secrest & Emery LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: March 13, 2026	By:	/s/ Jeffrey Frelick
		Jeffrey Frelick
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Bone Biologics (BBLG) announce about its at-the-market offering?

Bone Biologics filed a new prospectus supplement supporting its at-the-market offering program for common stock. The supplement allows sales of up to $1,064,000 of shares through H.C. Wainwright under an existing sales agreement, all under the company’s current Form S-3 shelf registration statement.

How large is Bone Biologics’ new at-the-market capacity under this supplement?

The prospectus supplement permits Bone Biologics to sell up to $1,064,000 of common stock. This limit reflects the aggregate market value currently eligible for sale under General Instruction I.B.6 of Form S-3, using H.C. Wainwright as sales agent on a continuing, as-needed basis.

Which registration statement covers Bone Biologics’ updated at-the-market program?

The updated at-the-market program is covered by Bone Biologics’ Form S-3 shelf registration statement No. 333-288290. That registration was initially filed in June 2025 and declared effective in September 2025, and the new March 13, 2026 prospectus supplement is part of this shelf.

What legal opinion did Bone Biologics file with this at-the-market update?

Bone Biologics filed a legal opinion from Harter Secrest & Emery LLP as Exhibit 5.1. The opinion addresses the legality of the up to $1,064,000 of common shares issuable under the sales agreement and covered by the new March 13, 2026 prospectus supplement.

Filing Exhibits & Attachments

7 documents