Bone Biologics Corp SEC Filings

Bone Biologics Corporation is registering up to 6,464,792 shares of common stock for resale by existing security holders. All of these shares are issuable upon exercise of outstanding warrants, including 6,338,031 shares tied to a July 9, 2026 private placement and 126,761 placement agent warrant shares. The company will not receive proceeds from any resale of shares by the selling stockholders, but could receive approximately $6.2 million in gross proceeds if all warrants are exercised for cash, at exercise prices ranging from $0.001 to $1.775 per share. Shares outstanding were 1,810,380 as of July 16, 2026; assuming full cash exercise of the registered warrants, shares outstanding would rise to 8,275,172. The company is a clinical-stage medical device developer focused on NELL-1/DBM bone-regeneration products for spinal fusion and other orthopedic uses and currently carries an auditor “going concern” explanatory paragraph, reflecting the need for additional capital to fund operations and clinical trials.

Bone Biologics Corporation postponed its 2026 annual meeting of stockholders, originally set for August 11, 2026, to September 28, 2026 at 11:30 a.m. Eastern Time at its Burlington, Massachusetts offices.

The Board plans to file a Definitive Proxy Statement on Schedule 14A including an additional proposal and concluded more time is needed for stockholders to review materials. The new record date is August 6, 2026, and the deadline for stockholder nominations or other business is July 26, 2026.

Bone Biologics Corporation entered into a private placement with a single institutional investor, raising gross proceeds of approximately $3.0 million and net proceeds of about $2.7 million. The deal includes 2,112,677 pre-funded warrants and accompanying Series F and Series G warrants to purchase up to a total of 6,338,031 shares of common stock at $1.42 per share, subject to ownership caps of 4.99% or 9.99%.

The Series F warrants have a five-year term and the Series G warrants have an 18‑month term, each starting from the later of stockholder approval and effectiveness of a resale registration statement. If all investor warrants are exercised for cash, the Company could receive additional gross proceeds of about $6.0 million. Placement agent H.C. Wainwright & Co. received cash fees, expense reimbursements, and warrants to purchase 126,761 shares. The Company plans to use proceeds for clinical trials, patent portfolio maintenance, working capital, and general corporate purposes.

Bone Biologics Corporation has called its 2026 Annual Meeting of Stockholders for August 11, 2026 at its Burlington, Massachusetts headquarters. Shareholders are being asked to elect four directors, approve on an advisory basis executive officer compensation, and ratify Weinberg & Company, P.A. as independent auditor for 2026.

Holders of 1,795,260 shares of common stock as of June 12, 2026 may vote by internet, telephone, mail or in person. The board recommends voting “FOR” all director nominees and “FOR” the say-on-pay and auditor ratification proposals. The proxy also details executive and director pay, performance-based bonuses, stock option grants and audit fees.

Bone Biologics Corporation reported no revenue and a net loss of $765,988 for the three months ended March 31, 2026, an improvement from a $1,017,092 loss a year earlier. Research and development spending fell to $141,597 as clinical trial timing shifted, while general and administrative costs rose modestly to $663,457.

Cash was $4,530,040 at March 31, 2026, down from $5,334,322 at year-end, and operating cash outflow was $804,282. Management estimates operating expenditures of $5.4 million over the next twelve months and expects existing cash to fund operations into the fourth quarter of 2026, but the filing states there is “substantial doubt” about the company’s ability to continue as a going concern without additional financing.

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.

Bone Biologics Corporation is offering up to $1,064,000 of common stock through an at‑the‑market sales agreement with H.C. Wainwright & Co., enabling periodic sales into the Nasdaq market. As of March 13, 2026, the company had previously issued 195,722 shares for gross proceeds of $1,678,036 under the same program.

The prospectus supplement states 1,795,260 shares outstanding prior to this offering (as of March 13, 2026) and models up to 2,626,510 shares outstanding after this offering assuming sale of 831,250 shares at $1.28 per share. Net proceeds are designated to fund clinical trials, maintain and extend the patent portfolio, and for working capital. The filing discloses an auditor going concern explanatory paragraph and highlights that additional capital will be required to continue operations.

Bone Biologics Corporation files its annual report outlining a clinical-stage spine fusion business built around its NELL-1/DBM bone regeneration platform licensed from UCLA. The company is running a first-in-man pilot lumbar fusion study in Australia and plans a future U.S. pivotal trial.

Bone Biologics reports a net loss of approximately $3.1 million for the year ended December 31, 2025 and an accumulated deficit of about $88.1 million, with its auditor expressing substantial doubt about its ability to continue as a going concern. Available cash is expected to fund operations into the fourth quarter of 2026, and the company warns it must raise additional capital, navigate extensive FDA and international regulation, and meet significant royalty and milestone obligations under its exclusive UCLA license while competing against much larger orthopedic players.

Bone Biologics Corp reported an insider equity award for its Chief Financial Officer, Deina Walsh, on a Form 4. On January 8, 2026, she received an employee stock option covering 8,335 shares of common stock with an exercise price of $1.55 per share. According to the filing, this option was granted under the company’s 2015 Equity Incentive Plan and vests and becomes exercisable immediately, with an expiration date of January 8, 2036.

The filing also shows she holds another employee stock option for 4,510 shares at an exercise price of $5.82, which is fully vested and expires on January 15, 2027, as well as 313 shares of common stock held directly after the reported transactions.