{"url_path":"/sec/bblg/8-k/2026-07-09/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1419554/0001493152-26-032694-index.html","accession_number":"0001493152-26-032694","cik":"0001419554","ticker":"BBLG","issuer_name":"Bone Biologics Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1419554/0001493152-26-032694-index.html","primary_entity_key":"0001419554","primary_entity_name":"Bone Biologics Corp"},"word_count":1583,"has_tables":true,"body_markdown":"**Item 1.01****Entry\nInto a Material Definitive Agreement.**\n\n \n\nOn\nJuly 7, 2026, Bone Biologics Corporation (the “Company”) priced a private offering with an investor pursuant to which the\nCompany agreed to sell to the investor pre-funded warrants (the “Pre-Funded Warrants”) to purchase 2,112,677 shares\nof its common stock, par value $0.001 per share (the “Common Stock”), together with Series F warrants (the “Series\nF Warrants”) to purchase 2,112,677 shares of Common Stock and Series G warrants (the “Series G Warrants,” together\nwith the Series F Warrants, the “Warrants”) to purchase 2,112,677 shares of Common Stock at a combined purchase price\nof $1.419 per Pre-Funded Warrant and accompanying Warrants (the “Offering”).\n\n \n\nSubject\nto certain ownership limitations described in the Warrants, (i) the Series F Warrants have an exercise price of $1.42 per share of Common\nStock, are exercisable beginning on the effective date of stockholder approval of the issuance of the Warrants and shares of Common Stock\nissuable upon exercise of the Warrants (the “Stockholder Approval Date”) and will expire five years from the later of (A)\nthe Stockholder Approval Date and (B) the date the registration statement covering the resale of the shares issuable upon exercise of\nthe Warrants is declared effective by the Securities and Exchange Commission (the “Effective Date”), and (ii) the Series\nG Warrants have an exercise price of $1.42 per share of Common Stock, are exercisable beginning on the Stockholder Approval Date and\nwill expire eighteen months from the later of (A) the Stockholder Approval Date and (B) the Effective Date. The exercise price of the\nWarrants will be subject to adjustment for stock dividends, stock splits, reverse splits, and similar capital transactions as described\nin the Warrants.\n\n \n\nEach\nPre-Funded Warrant represents the right to purchase one share of Common Stock at an exercise price of $0.001 per share. Subject to certain\nownership limitations described in the Pre-Funded Warrants, the Pre-Funded Warrants are immediately exercisable and may be exercised\nat any time until all of the Pre-Funded Warrants are exercised in full. In the event of a fundamental transaction, as described in the\nWarrants and Pre-Funded Warrants, the holder will have the right to receive as alternative consideration, for each share of Common Stock\nthat would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares\nof common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration\nreceivable upon or as a result of such transaction by a holder of the number of shares of Common Stock for which the Series F Warrant,\nSeries G Warrant or Pre-Funded Warrant is exercisable immediately prior to such event. A holder will not have the right to exercise any\nportion of the Warrants or the Pre-Funded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99%\n(or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the\nexercise, as such percentage ownership is determined in accordance with the terms of the Warrants or the Pre-Funded Warrants.\n\n \n\nIn\nconnection with the Offering, the Company entered into a securities purchase agreement with the investor on July 7, 2026 (the\n“Purchase Agreement”). The Purchase Agreement contains customary representations and warranties of the Company, termination\nrights of the parties, and certain indemnification obligations of the Company and ongoing covenants of the Company, including a prohibition\non issuance of Common Stock or securities convertible, exercisable or exchangeable into Common Stock by the Company for a period of 60\ndays after the Effective Date and a prohibition on the Company entering into variable rate transactions for a period of one year\nafter the Effective Date, subject to certain exceptions. Pursuant to the Purchase Agreement, the Company agreed to seek shareholder\napproval with respect to the issuance of the Warrants and the shares of Common Stock issuable upon exercise of the Warrants at its next\nannual meeting or a special meeting to be held within 90 days of the closing date of the Offering.\n\n \n\nThe\nCompany also entered into a registration rights agreement on July 7, 2026 with the investor (the “Registration Rights Agreement”)\npursuant to which the Company agreed to file a registration statement on Form S-3 (or other appropriate form, including on Form S-1,\nif it is not eligible to utilize Form S-3) providing for the resale of the shares of Common Stock issuable upon the exercise of the Pre-Funded\nWarrants and Warrants (the “Resale Registration Statement”) within 15 calendar days following the date of the Registration\nRights Agreement, and to use commercially reasonable efforts to cause the Resale Registration Statement to become effective within 45\ncalendar days from the date of the Registration Rights Agreement (or within 75 calendar days in case of “full review” of\nthe Resale Registration Statement by the Securities and Exchange Commission).\n\n \n\nThe\nnet proceeds to the Company from the Offering were approximately $2.7 million, after deducting Placement Agent’s (as defined below)\nfees and other estimated offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Warrants,\nif fully-exercised on a cash basis, will be approximately $6 million. The Company intends to use the net proceeds from the Offering to\nfund clinical trials, maintain and extend its patent portfolio, and for working capital and other general corporate purposes. The closing\nof the Offering took place on July 9, 2026.\n\n \n\n \n\n \n\n \n\nThe\nCompany engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) as the exclusive placement agent for the Offering.\nThe Placement Agent did not purchase or sell any securities, nor was it required to arrange the purchase or sale of any minimum number\nor dollar amount of securities. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the securities\nin the Offering. The Company paid the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company\nfrom the Offering and a management fee equal to 1.0% of the aggregate gross proceeds from the Offering. The Company also reimbursed the\nPlacement Agent for non-accountable expenses in an amount up to $35,000, and its legal fees and expenses and other out-of-pocket expenses\nin the amount of up to $50,000. The Company also issued the Placement Agent or its designees warrants to purchase up to 126,761 shares\nof Common Stock (or 6.0% of the aggregate number of Pre-Funded Warrants sold in the Offering) (the “Placement Agent\nWarrants”). The Placement Agent Warrants have substantially the same terms as the Series F Warrants, except that the Placement\nAgent Warrants have an exercise price equal to $1.775.\n\n \n\nThe\nPre-Funded Warrants, Warrants, Placement Agent Warrants and the shares of Common Stock issuable thereunder will be sold and issued without\nregistration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided\nby Section 4(a)(2) of the Securities Act as transactions not involving a public offering and/or Rule 506 promulgated under the Securities\nAct as sales to accredited investors.\n\n \n\nThe\nforegoing is only a summary of the Series F Warrants, the Series G Warrants, the Pre-Funded Warrants, the Placement Agent Warrants,\nthe Purchase Agreement and the Registration Rights Agreement and does not purport to be a complete description thereof. Such descriptions\nare qualified in their entirety by reference to the Form of Series F Warrant, the Form of Series G Warrant, the Form of Pre-Funded Warrant,\nthe Form of Placement Agent Warrant, the Form of Purchase Agreement, and the Form of Registration Rights Agreement, copies\nof which are incorporated by reference as Exhibits 4.1, 4.2, 4.3, 4.4, 10.1, and 10.2, respectively, to this Current Report\non Form 8-K and are incorporated by reference herein.\n\n \n\n**Cautionary\nNote Regarding Forward-Looking Statements**\n\n \n\nExcept\nfor historical information, all of the statements, expectations, and assumptions contained in this Current Report on Form 8-K are forward-looking\nstatements. These forward-looking statements include all statements, other than statements of historical fact, regarding the Company’s\ncurrent views and assumptions with respect to future events regarding its business, including statements with respect to its plans, assumptions,\nexpectations, beliefs and objectives with respect to the completion of the Offering, the satisfaction of customary closing conditions\nrelated to the Offering, the intended use of proceeds from the Offering, the future exercise of the Pre-Funded Warrants or Warrants,\nthe receipt of stockholder approval, the effectiveness of the Resale Registration Statement, product development, clinical studies, clinical\nand regulatory timelines, market opportunity, competitive position, business strategies, potential growth opportunities, market and other\nconditions and other statements that are predictive in nature.\n\n \n\nThese\nstatements are generally identified by the use of such words as “intend,” “potential”, “will,” and\nsimilar statements of a future or forward-looking nature. Readers are cautioned that any forward-looking information provided by the\nCompany or on its behalf is not a guarantee of future performance. Actual results may differ materially from those contained in these\nforward-looking statements as a result of various factors disclosed in filings with the Securities and Exchange Commission, including\nthe “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission\non March 2, 2026. All forward-looking statements speak only as of the date on which they are made, and the Company undertakes no duty\nto update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the\nextent required by law."}