As
filed with the Securities and Exchange Commission on August 29, 2025
Registration
Statement No. 333-288290
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 1
TO
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
BONE
BIOLOGICS CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware |
|
42-1743430 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
Number) |
2
Burlington Woods Drive, Suite 100
Burlington,
MA 01803
(781)
552-4452
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jeffrey
Frelick
Chief
Executive Officer
Bone
Biologics Corporation
2
Burlington Woods Drive, Suite 100
Burlington,
MA 01803
(781)
552-4452
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Alexander
R. McClean, Esq.
Harter
Secrest & Emery LLP
1600
Bausch & Lomb Place
Rochester,
New York 14604
(585)
232-6500
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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 to Section 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Pursuant to Rule 415(a)(6), the securities
being registered hereunder include $17,592,964 of unsold securities which remain unsold as of the date hereof (the “Unsold
Securities”) previously registered by the registrant’s registration on Form S-3 (File No. 333-265872) which
was initially filed with the Securities and Exchange Commission on June 28, 2022 and declared effective on July 11, 2022 (the “Prior
Registration Statement”). The aggregate filing fee paid in connection with such Unsold Securities was $1,630.87. Pursuant
to Rule 415(a)(6) under the Securities Act, (i) the registration fee applicable to the Unsold Securities is being carried forward to
this registration statement and will continue to be applied to the Unsold Securities and (ii) the offering of the Unsold Securities registered
on the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement. If, after
the filing date hereof and prior to the effectiveness of this Registration Statement, the registrant sells any Unsold Securities pursuant
to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated
amount of Unsold Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6),
and the updated amount of new securities to be registered on this registration statement.
EXPLANATORY NOTE
Bone Biologics Corporation is filing
this Amendment No. 1 to its registration statement on Form S-3 (File No. 333-288290) (the “Registration Statement”) solely
to file Exhibit 23.1. Accordingly, this amendment consists only of the facing page, this explanatory note, Part II of the Registration
Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged
and has therefore been omitted.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth all expenses, other than the underwriting discounts and commissions, payable by the registrant in connection
with the sale of the securities being registered. All the amounts shown are estimates except the SEC registration fee and the FINRA filing
fee.
| | |
Amount to be paid |
| SEC registration fee | |
$ | 2,665 | (1) |
| FINRA filing fee | |
$ | 5,750 | |
| Accounting fees and expenses | |
$ | * | |
| Legal fees and expenses | |
$ | * | |
| Printing and engraving expenses | |
$ | * | |
| Miscellaneous | |
$ | * | |
| Total | |
$ | 8,415 | |
| (1) |
In accordance with Rule 415(a)(6) under the Securities
Act, a portion of the filing fee previously paid in connection with the securities registered in the registration statement on Form
S-3 (File No. 333-265872), a portion of which remain unsold, will continue to be carried forward and applied to the securities registered
under this registration statement. Please see the registration fee table contained in Exhibit 107 to this registration statement
for more information. |
| * |
Estimated
expenses are not presently known. The foregoing sets forth the general categories of expenses (other than any underwriting discounts
and commissions) that we anticipate we will incur in connection with the offering of our securities under this registration statement.
An estimate of the various expenses in connection with the issuance and distribution of our securities being offered will be included
in the applicable prospectus supplement. |
Item
15. Indemnification of Directors and Officers.
Section
102 of the Delaware General Corporation Law (“DGCL”) permits a corporation to eliminate the personal liability of directors
of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where
the director breached his duty of loyalty to us or our stockholders, acted or failed to act (an omission) not in good faith or that involved
intentional misconduct or a knowing violation of law, engaged in intentional misconduct or knowingly violated a law, authorized the payment
of a dividend or approved a stock repurchase in violation of the DGCL, or obtained an improper personal benefit. Our Amended and Restated
Certificate of Incorporation, as amended (“Certificate of Incorporation”), provides that no director of the Company shall
be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any
provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of
directors for breaches of fiduciary duty.
Section
145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or
a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in
related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party
to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation,
no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable
to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the
adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem proper.
Our
Certificate of Incorporation and Amended and Restated Bylaws, as amended (“Bylaws”) provide indemnification for our directors
and officers to the fullest extent permitted by the DGCL. We will indemnify each person who was or is a party or threatened to be made
a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason
of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at
our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise (all such persons being referred to as an “Indemnitee”), or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom,
if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests,
and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.
Our Certificate of Incorporation and Bylaws provide that we will indemnify any Indemnitee who was or is a party to an action or suit
by or in the right of us to procure a judgment in our favor by reason of the fact that the Indemnitee is or was, or has agreed to become,
a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee
of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted
by law, amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal
therefrom, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best
interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances,
he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any Indemnitee has been
successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually
and reasonably incurred in connection therewith. Expenses must be advanced to an Indemnitee under certain circumstances.
As
of the date of this prospectus, we have entered into separate indemnification agreements with each of our directors and executive officers.
Each indemnification agreement provides, among other things, for indemnification to the fullest extent permitted by law and our Certificate
of Incorporation against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification
agreements provide for the advancement or payment of all expenses to the indemnitee and for the reimbursement to us if it is found that
such indemnitee is not entitled to such indemnification. In addition, we have obtained a general liability insurance policy that covers
certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities
as directors or officers.
Item
16. Exhibits.
The
following exhibits to this registration statement included in the Exhibit Index are incorporated by reference.
EXHIBIT
INDEX
| 1.1** |
|
Form
of Underwriting Agreement |
| |
|
|
| 2.1 |
|
Agreement and Plan of Merger, dated as of September 19, 2014, by and among AFH Acquisition X, Inc., Bone Biologics Acquisition Corp., and Bone Biologics, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on September 25, 2014) |
| |
|
|
| 2.2 |
|
Certificate of Merger as filed with the California Secretary of State effective September 19, 2014 (incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K filed September 25, 2014) |
| |
|
|
| 3.1 |
|
Amended and Restated Certificate of Incorporation of Bone Biologics Corporation (incorporated herein by reference to Exhibit 3.1(i) to the Current Report on Form 8-K filed September 25, 2014) |
| 3.2 |
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bone Biologics Corporation filed October 8, 2021 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed October 15, 2021) |
| |
|
|
| 3.3 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Bone Biologics Corporation filed June 5, 2023 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed June 6, 2023) |
| |
|
|
| 3.4 |
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Bone Biologics Corporation filed December 14, 2023 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed December 18, 2023) |
| |
|
|
| 3.5 |
|
Certificate of Amendment to Amended and Restated Certification of Incorporation of Bone Biologics Corporation filed June 5, 2025 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed June 6, 2025) |
| |
|
|
| 3.6 |
|
Amended and Restated Bylaws of Bone Biologics Corporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 8, 2022) |
| |
|
|
| 3.7 |
|
Amendment No. 1 to the Amended and Restated Bylaws of Bone Biologics Corporation (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 24, 2023) |
| |
|
|
| 4.1** |
|
Form
of Preferred Stock Certificate of Designation (including Form of Preferred Stock Certificate) |
| |
|
|
| 4.2** |
|
Form
of Warrant Agreement (including Form of Warrant Certificate) |
| |
|
|
| 4.3** |
|
Form
of Rights Agreement (including Form of Rights Certificate, if any) |
| |
|
|
| 4.4** |
|
Form
of Units Agreement (including Form of Unit Certificate) |
| |
|
|
| 5.1 |
|
Opinion of Harter Secrest & Emery LLP (incorporated herein by reference to Exhibit 5.1 to the Registration Statement on Form S-3 filed on June 24, 2025) |
| |
|
|
| 23.1* |
|
Consent of Independent Registered Public Accounting Firm, Weinberg & Company, P.A. |
| |
|
|
| 23.2 |
|
Consent of Harter Secrest & Emery LLP (included in Exhibit 5.1) (incorporated herein by reference to Exhibit 5.1 to the Registration Statement on Form S-3 filed on June 24, 2025) |
| |
|
|
| 24.1 |
|
Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Registration Statement on Form S-3 filed on June 24, 2025) |
| |
|
|
| 107 |
|
Filing Fee Table (incorporated herein by reference to Exhibit 107 to the Registration Statement on Form S-3 filed on June 24, 2025) |
*
Filed herewith.
**
To be subsequently filed by an amendment to the Registration Statement or by a Current Report on Form 8-K and incorporated herein by
reference.
Item
17. Undertakings
The
undersigned registrant hereby undertakes:
| (a)(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| |
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act;
|
| |
|
|
| |
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set
forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable,
in the effective registration statement; and
|
| |
|
|
| |
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement. |
provided,
however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
| (2) |
That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| |
|
| (3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| |
|
| (4) |
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| |
(i) |
each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and |
| |
|
|
| |
(ii) |
each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date. |
| (5) |
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| |
(i) |
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
| |
|
|
| |
(ii) |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant; |
| |
|
|
| |
(iii) |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| |
|
|
| |
(iv) |
Any
other communications that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) |
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. |
| |
|
| (c) |
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed
in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Burlington, Commonwealth of Massachusetts, on August 29, 2025.
| |
BONE
BIOLOGICS CORPORATION |
| |
|
|
| |
By: |
/s/
Jeffrey Frelick |
| |
Name: |
Jeffrey
Frelick |
| |
Title: |
Chief
Executive Officer
(Principal
Executive Officer) |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Jeffrey
Frelick |
|
Chief
Executive Officer (Principal Executive Officer) |
|
August
29, 2025 |
| Jeffrey
Frelick |
|
|
|
|
| |
|
|
|
|
| * |
|
Chief
Financial Officer (Principal Financial Officer and |
|
August
29, 2025 |
| Deina
H. Walsh |
|
Principal
Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Director |
|
August
29, 2025 |
| Bruce
Stroever |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
August
29, 2025 |
| Robert
Gagnon |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
August
29, 2025 |
| Siddhesh
Angle |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
August
29, 2025 |
| Phillip
Meikle |
|
|
|
|
| *
By: |
/s/
Jeffrey Frelick |
|
Attorney-in-Fact |
|
August
29, 2025 |
| |
Jeffrey
Frelick |
|
|
|
|
