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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

 

 

EX-5.1 2 ex5-1.htm EX-5.1

 

Exhibit 5.1

 

 

March 13, 2026

 

Bone Biologics Corporation

2 Burlington Woods Drive, Suite 100

Burlington, MA 01803

 

  Re: Shelf Takedown Off of Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Bone Biologics Corporation, a Delaware corporation (the “Company”), in connection with the offer and sale by the Company from time to time of up to an aggregate of $1,064,000 of shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), pursuant to an At The Market Offering Agreement, dated September 27, 2024 (the “At The Market Offering Agreement”), between the Company and H.C. Wainwright & Co., LLC, as sales agent (the “Offering”). The Shares are being offered and sold pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-288290), as amended (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, the prospectus contained therein, dated September 2, 2025 (the “Base Prospectus”), and the prospectus supplement filed under Rule 424(b)(5) of the Securities Act, dated March 13, 2026 (the “Prospectus Supplement”).

 

As such counsel, we have assisted in the preparation and filing with the Commission of the Prospectus Supplement, which supplemented the Base Prospectus that was part of the Registration Statement that became effective with the Commission on September 2, 2025.

 

In connection with the foregoing, we have examined the At The Market Offering Agreement, the Company’s Amended and Restated Certificate of Incorporation, as amended, (the “Certificate of Incorporation”), the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”), originals or copies of such corporate records of the Company, certificates and other communications of public officials, certificates of officers of the Company and such other documents as we have deemed relevant or necessary for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Company and on certificates and other communications of public officials. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies thereof, the due authorization, execution and delivery by the parties thereto other than the Company of all documents examined by us, and the legal capacity of each individual who signed any of those documents.

 

1600 BAUSCH & LOMB PLACE  ROCHESTER, NY 14604-2711 PHONE: 585.232.6500 FAX: 585.232.2152
rochester, ny  ●  buffalo, ny  ●  albany, ny  ●  corning, ny  ●  new york, ny

 

 
 

 

 

Bone Biologics Corporation

March 13, 2026

Page 2

 

Based upon the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that the Shares have been authorized for issuance and, when the Shares are issued, delivered and paid for in accordance with the terms and conditions of the At The Market Offering Agreement, the Shares will be validly issued, fully paid and non-assessable.

 

For the purposes of this opinion letter, we have assumed that, at the time of the issuance, sale and delivery of the Shares: (i) the authorization thereof by the Company will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity thereof; (ii) the Certificate of Incorporation and the Bylaws, as currently in effect, will not have been modified or amended and will be in full force and effect; (iii) that no more than 1,064,000 Shares will be sold for a consideration not less than the par value of the Common Stock; and (iv) the Company is validly existing and in good standing at the time of issuance.

 

The opinions expressed herein are limited exclusively to the applicable provisions of the Delaware General Corporation Law as currently in effect, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

 

This opinion letter has been prepared in accordance with the customary practice of lawyers who regularly give, and lawyers who regularly advise opinion recipients concerning, opinions of the type contained herein.

 

This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly addressed herein from any matter stated in this letter.

 

We consent to the use of this opinion as an exhibit to a Current Report on Form 8-K to be filed in connection with the Offering and the reference to this firm under the caption “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

 

This opinion is rendered to you as of the date hereof and we assume no obligation to advise you or any other person hereafter with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even though the changes may affect the legal analysis or legal conclusion or other matters in this letter.

 

  Very truly yours,
   
  /s/ Harter Secrest & Emery LLP