Bone Biologics Corporation filed a prospectus regarding the offer and sale of up to 6.46M shares of its common stock. The offering is being conducted solely by selling stockholders. Consequently, the company will not receive any proceeds from the sale of these shares.

Details of the Offering

The shares are being offered by existing stockholders rather than the company itself. This structure means that the capital raised will go directly to the sellers, and Bone Biologics Corporation's balance sheet will not be directly impacted by the influx of funds from this specific transaction.

Key Figures

The prospectus was filed with the United States Securities and Exchange Commission (SEC). It outlines the details of the proposed sale but does not indicate a specific timeline for the completion of the offering.

Bone Biologics Corporation has entered into a definitive agreement with a single healthcare-focused institutional investor to raise capital through a private placement priced at-the-market under Nasdaq rules. The offering is expected to generate gross proceeds of approximately $3.0 million, providing the company with necessary funding to advance its orthobiologic product development. The transaction includes the issuance of shares and accompanying warrants, with the potential to raise additional capital if the warrants are exercised.

Under the terms of the agreement, Bone Biologics will issue an aggregate of 2,112,677 shares of common stock or pre-funded warrants at a purchase price of $1.42 per share. Investors will also receive Series F and Series G warrants to purchase up to 2,112,677 shares of common stock each. Both warrant series have an exercise price of $1.42 per share and will become exercisable upon stockholder approval. The Series F warrants expire five years from the later of the Stockholder Approval Date or the Effective Date, while the Series G warrants expire 18 months from that date.

The potential additional gross proceeds from the Series F and Series G warrants, if fully exercised on a cash basis, will be approximately $6.0 million. However, the company noted that there is no assurance the warrants will be exercised or that it will receive cash proceeds from such exercises. The closing of the offering is expected to occur on or about July 9, 2026, subject to customary closing conditions.

Bone Biologics intends to use the net proceeds from the offering to fund clinical trials, maintain and extend its patent portfolio, and for working capital and other general corporate purposes. H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The securities are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D. The company has agreed to file a resale registration statement covering the securities pursuant to a registration rights agreement with investors.

Key Offering Details