Bone Biologics SEC Filings

Bone Biologics Corporation (Nasdaq: BBLG) has filed a Form S-3 “shelf” registration statement that will allow it to issue up to $35 million of common stock, preferred stock, warrants, rights or units on a continuous or delayed basis. The filing also carries forward $17.59 million of previously registered but unsold securities from the July 2022 shelf, with the associated $1,630.87 SEC filing fee likewise carried forward under Rule 415(a)(6).
• A 1-for-6 reverse stock split became effective 10 June 2025; all share data in this prospectus give effect to the split.
• BBLG’s public float is only $3.22 million (544,587 non-affiliate shares at $5.91 on 20 June 2025). Because the float is below $75 million, sales under the registration are subject to the “Baby-Shelf” limitation, capping primary offerings to one-third of public float within any 12-month period. The company has already sold $1.68 million of securities during the prior 12 months, further restricting capacity.
• The prospectus states that securities may be sold via underwriters, dealers or agents, with specific terms, pricing and use of proceeds to be disclosed in subsequent supplements.
• Investors are directed to extensive Risk Factors and reminded that investing in BBLG “involves a high degree of risk.” No financial performance metrics are included in this filing.

Bone Biologics Corporation (Nasdaq: BBLG) has filed a Form S-1 to conduct a best-efforts public offering of equity and warrant securities that could add up to 846,023 new shares of common stock and an equivalent number of multiple warrant classes to its capital structure. The filing, dated 24 June 2025, seeks to raise capital by selling: (i) up to 846,023 shares of common stock, (ii) the same number of pre-funded warrants for investors that would otherwise exceed 4.99% (optionally 9.99%) ownership thresholds, (iii) Series D five-year warrants and Series E 18-month warrants—each on a one-for-one basis with the shares or pre-funded warrants—and (iv) 50,761 placement-agent warrants (6% of shares sold) exercisable at 125% of the public offering price.

The preliminary prospectus assumes a combined public offering price of $5.91—the 20 June 2025 Nasdaq closing price—but notes the final pricing may be discounted based on market conditions. All securities will be issued separately yet sold together; there is no minimum raise, no escrow, and the placement will close in a single tranche no later than 24 July 2025 unless terminated earlier. H.C. Wainwright & Co. is acting as exclusive placement agent, to receive: 7.0% cash commission, 1.0% management fee, up to $151k in reimbursable expenses, and the placement-agent warrants.

The filing highlights several structural considerations important to investors:

• Dilution & Supply: Up to 1.6 million additional shares could eventually enter the float (initial shares plus warrant exercises), expanding the share count materially for a company whose post-reverse-split float is not provided here.
• Reverse Split: On 10 June 2025 BBLG effected a 1-for-6 reverse stock split; all prospectus figures reflect the split, but earlier SEC reports incorporated by reference do not.
• Exercise Mechanics: The Series D and E warrants carry a $5.91 strike price. Series D warrants become exercisable on shareholder approval unless “Pricing Conditions” make approval unnecessary; Series E warrants are exercisable from the same “Initial Exercise Date.”
• Liquidity Constraints: The warrants and pre-funded warrants will not be listed on an exchange, limiting resale liquidity.
• Proceeds Use & Risks: Because proceeds are available immediately and the offering lacks a minimum condition, capital deployment may fall short of strategic goals if demand is weak. The prospectus directs readers to the “Risk Factors” section (page 10).

From a capital-markets standpoint, the filing provides BBLG with flexibility to raise cash quickly but introduces potential dilution, market-overhang risk, and execution uncertainty due to the best-efforts structure and absence of escrow.