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): October 7, 2022

BONE BIOLOGICS CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (781) 552-4452

Securities registered pursuant to section 12(b) of the Act:

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 (see General Instruction A.2. below):

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. ☐

Underwriting Agreement

On October 7, 2022, Bone Biologics Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with WallachBeth Capital, LLC acting as representatives of the several underwriters (the “Underwriters”) in connection with a public offering (the “Offering”) of the Company’s securities. Pursuant to the Underwriting Agreement, the Company agreed to sell 3,777,778 units (each a “Unit,” and collectively the “Units”). The public offering price of the Units is $1.35 per Unit (the “Offering Price”). Each unit consists of: (i) one share of common stock, par value $0.001 per share; (ii) one Series A warrant (the “Series A Warrants”) to purchase one share of common stock at an exercise price equal to $1.62 per share (120% of the per Unit offering price), exercisable until the fifth anniversary of the issuance date; (iii) one Series B warrant (the “Series B Warrants”) to purchase one share of common stock at an exercise price equal to $1.35 per share (100% of the per Unit offering price), exercisable until the fifth anniversary of the issuance date; and (iv) one Series C warrant (the “Series C Warrants,” and together with the Series A Warrants and the Series B Warrants, the “Purchase Warrants”) to purchase one share of common stock at an exercise price equal to $2.16 per share (160% of the per Unit offering price), exercisable until the fifth anniversary of the issuance date. The Purchase Warrants are subject to certain adjustment and cashless exercise provisions as described herein. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of common stock and Purchase Warrants may be transferred separately immediately upon issuance. Holders of the Series C Warrants may execute such warrants on a “cashless” basis upon the earlier of (i) one (1) Trading Day from the issuance date of such warrant or (ii) the time when $10.0 million of volume is traded in the our common stock, if the volume weighted average price (“VWAP”) of our common stock on any trading day on or after the closing date fails to exceed the exercise price of the Series C Warrant (subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations and similar events). In such event, the aggregate number of Warrant Shares issuable in such cashless exercise pursuant to any given Notice of Exercise electing to effect a cashless exercise shall equal the product of (x) the aggregate number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise and (y) 1.00. The public offering price for the Units was $1.35 per Unit resulting in total gross proceeds to the Company of approximately $5,100,000 before underwriters discounts and expenses. The total net proceeds to the Company from the Offering, after underwriters discounts and expenses but before any exercise of the Underwriters option referred to in the next paragraph, is estimated to be approximately $4,454,000. The closing of the Offering is expected to occur on October 12, 2022.

The Company has granted the Underwriters a 45-day option to purchase (i) up to 566,666 additional shares and/or (ii) Purchase Warrants to purchase up to 566,666 additional shares, to cover over-allotments, if any.

Pursuant to the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and liabilities arising from breaches of representations and warranties contained in the Underwriting Agreement, or to contribute to payments that the Underwriters may be required to make in respect of those liabilities. The Underwriting Agreement also contains customary representations, warranties, and conditions precedent to closing.

Pursuant to the Underwriting Agreement, the Company has agreed to grant the Underwriters a warrant (the “Underwriters Warrant”) to purchase an aggregate of 188,888 shares of Common Stock. The Underwriters Warrants shall be exercisable in whole or in part, commencing on a date which is six months from October 12, 2022 and expiring on October 12, 2027 at an exercise price of $1.62 per share. The form of Underwriters Warrant is set forth as Exhibit A to the Underwriting Agreement and is incorporated into this Item 1.01 by reference. The foregoing description of the Underwriters Warrant is qualified in its entirety to the full text of the Underwriters Warrant.

A registration statement on Form S-1 relating to the Offering (File No 333-267588) was declared effective by the Securities and Exchange Commission on October 6, 2022. The Offering was made only by means of a prospectus forming a part of the effective registration statement.

The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated into this Item 1.01 by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Underwriting Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement.

Warrant Agency Agreement

The Purchase Warrants will be issued pursuant to a Warrant Agency Agreement between the Company and Equiniti. (the “Warrant Agreement”). The Purchase Warrants will separate from the shares of Common Stock included within the Units immediately and be exercisable at any time on or after the date of issuance. Series A warrant (the “Series A Warrants”) to purchase one share of common stock at an exercise price equal to $1.62 per share (120% of the per Unit offering price), exercisable until the fifth anniversary of the issuance date; (iii) one Series B warrant (the “Series B Warrants”) to purchase one share of common stock at an exercise price equal to $1.35 per share (100% of the per Unit offering price), exercisable until the fifth anniversary of the issuance date; and (iv) one Series C warrant (the “Series C Warrants,” and together with the Series A Warrants and the Series B Warrants, the “Purchase Warrants”) to purchase one share of common stock at an exercise price equal to $2.16 per share (160% of the per Unit offering price), exercisable until the fifth anniversary of the issuance date. Holders of the Series C Warrants may execute such warrants on a “cashless” basis upon the earlier of (i) One (1) Trading Day from the issuance date of such warrant or (ii) the time when $10.0 million of volume is traded in the our common stock, if the volume weighted average price (“VWAP”) of our common stock on any trading day on or after the closing date fails to exceed the exercise price of the Series C Warrant (subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations and similar events). In such event, the aggregate number of Warrant Shares issuable in such cashless exercise pursuant to any given Notice of Exercise electing to effect a cashless exercise shall equal the product of (x) the aggregate number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise and (y) 1.00. The Purchase Warrants may also be exercised on a cashless basis in the event that no effective registration statement or prospectus is available at the time of exercise. The exercise price and number of shares of Common Stock issuable upon exercise of the Purchase Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Common Stock and the exercise price.

The Purchase Warrants will not be exercisable or exchangeable by any holder to the extent (and only to the extent) that such holder or any of its affiliates would beneficially own in excess of 4.99% of our outstanding Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from a holder to the Company, such holder may increase the amount of ownership of outstanding shares after exercising such holder’s Warrants up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Purchase Warrants. No fractional shares of Common Stock will be issued in connection with the exercise of the Purchase Warrants. In lieu of fractional shares, the Company will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.

If, at any time a Purchase Warrant is outstanding, the Company consummates any fundamental transaction, as described in the Purchase Warrants and generally including any consolidation or merger into another corporation, or the sale of all or substantially all of the Company’s assets, or other transaction in which our Common Stock is converted into or exchanged for other securities or other consideration, each holder of a Purchase Warrant will have the right to receive, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, at the option of such holder, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares of Common Stock for which the Purchase Warrant is exercisable immediately prior to such fundamental transaction.

The Warrant Agreement together with the forms of Purchase Warrants which is an exhibit to the Warrant Agreement is filed as Exhibit 4.1 and is incorporated into this Item 1.01 by reference. The foregoing description of the Warrant Agreement and the Purchase Warrants is qualified in its entirety by reference to the full text of the Warrant Agreement and the forms of Purchase Warrants.

On October 7, 2022, the Company issued a press release with respect to the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits

There are filed as part of this report the exhibits listed on the accompanying Index to Exhibits, which information is incorporated herein by reference.

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.

INDEX TO EXHIBITS