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): June ~~May 30~~5, 2025

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))

☐	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, $0.001 par value 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 53.~~02.~~03 ~~Departure~~Material ofModification ~~Directors~~to orRights ~~Certain Officers; Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

On ~~May~~ 30June 5, 2025, atBone anBiologics ~~annual~~Corporation ~~meeting of stockholders~~ (the “~~Annual Meeting~~Company”) offiled ~~Bone~~a ~~Biologics~~Certificate ~~Corporation~~of ~~(the~~Amendment ~~“Company”), the~~to ~~stockholders~~amend ofits ~~the~~Amended ~~Company~~and ~~approved~~Restated ~~the~~Certificate ~~Second~~of ~~Amendment~~Incorporation (the “~~Plan~~Certificate of Amendment”), towith the ~~Company’s~~Secretary ~~2015~~of ~~Equity~~State ~~Incentive Plan~~of (the ~~“Plan”)~~State toof ~~increase~~Delaware. ~~the~~The ~~number~~Certificate of ~~shares~~Amendment effects a reverse stock split of the Company’s common stock, par value $0.001 per share (the “~~common~~Common ~~stock~~Stock”)~~, reserved~~ ~~for~~at ~~issuance~~a ~~thereunder~~ratio byof ~~30,000,000~~1-for-6 shares, effective as of ~~common~~12:01 ~~stock~~a.m. ~~Following~~Eastern ~~the~~Time ~~approval~~on ofJune ~~the~~10, ~~Plan~~2025 ~~Amendment~~ (the ~~aggregate~~“Reverse ~~number of~~Stock ~~shares reserved for issuance under the Plan is 30,629,489 of which 30,354,077 are available~~Split”).

The ~~full~~ ~~text~~Company ofexpects that the ~~Plan~~Common ~~Amendment~~Stock iswill begin ~~attached~~trading ~~hereto~~on asa ~~Exhibit~~post-split basis under its existing trading symbol, “BBLG,” when the market opens on June 10, 2025.1 The Company’s warrants will continue to be traded under the symbol “BBLGW.” The new CUSIP identifier for the Common Stock following the Reverse Stock Split will be 098070600 and ~~incorporated~~the ~~herein~~CUSIP byfor ~~reference~~the warrants will remain unchanged.

~~Item~~As 5a result of the Reverse Stock Split, every 6 shares of Common Stock will be automatically combined into one share of Common Stock.07 ~~Submission~~The total number of ~~Matters~~authorized shares of Common Stock will remain the same following the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split will be rounded up to athe ~~Vote~~nearest whole share. Proportionate adjustments for the Reverse Stock Split will be made to the per share exercise price and the number of ~~Security~~shares ~~Holders~~issuable upon the exercise of warrants, the number of shares reserved for issuance under the Company’s equity plans, and all then-outstanding awards under the Company’s equity plans, as applicable. The Reverse Stock Split will not change the par value of the Common Stock or modify any voting rights or other terms of the Common Stock.

~~At the~~The ~~Annual~~foregoing ~~Meeting~~summary of the ~~Company,~~Certificate ~~held~~of onAmendment does ~~May~~not ~~30,~~purport ~~2025,~~to ~~the~~be ~~Company’s~~complete ~~stockholders~~and ~~voted~~is onqualified ~~the~~in ~~matters~~its ~~described~~entirety ~~below.~~by ~~The~~reference ~~number of shares of common stock entitled~~ to ~~vote at~~ the ~~Annual~~full ~~Meeting~~text ~~was~~of ~~3,271,042.~~the ~~The~~Certificate ~~number~~ of ~~shares~~Amendment, ofa ~~common stock present or represented~~copy byof ~~proxy~~which atis ~~the~~attached ~~Annual~~hereto ~~Meeting~~as ~~was~~Exhibit ~~1,626,829~~3.1 ~~The~~and ~~voting~~is ~~results~~incorporated ~~for~~herein ~~the~~by ~~proposals are as follows:~~reference.

~~Proposal 1~~Item 5.03 ~~The~~Amendments ~~Company’s stockholders elected the following four director nominees~~ to ~~serve~~Articles ~~until the date~~ of ~~the~~Incorporation ~~next~~or ~~Annual~~Bylaws; ~~Meeting of~~Change ~~stockholders following the date such persons are elected as directors, and until their successors are duly elected and qualified. The results of the vote are summarized~~ in ~~the~~Fiscal ~~table below~~Year.

Director Nominees	Votes For	Votes Withheld	Broker Non-Votes
Bruce Stroever	361,333	39,282	1,226,214
Siddhesh Angle	358,973	41,642	1,226,214
Robert Gagnon	361,290	39,325	1,226,214
Philip Meikle	361,225	39,390	1,226,214

To the extent required by Item 5.03 of Form 8-K, the information contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

~~Proposal 2.~~Item ~~The Company’s stockholders approved, on an advisory basis, the Company’s executive compensation~~8.01 ~~The~~Other ~~results of the vote are summarized in the table below~~Events.

Votes For		Votes Against		Abstentions		Broker Non-Votes
253,014		129,875		17,726		1,226,214

On June 6, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this report.

Proposal 3. The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its outstanding common stock in a range of not less than 1Forward-~~for-2.5~~Looking ~~but not more than 1-for-10, at the discretion of the board of directors (the “Reverse Stock Split”). The results of the vote are summarized in the table below.~~Statements

Votes For		Votes Against		Abstentions
1,266,341		304,169		56,319

Certain statements contained in this report, including, without limitation, statements regarding the timing, implementation, and success of the Reverse Stock Split, as well as statements containing the words “expect,” “will,” and words of similar import, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve both known and unknown risks and uncertainties. The Company’s actual results may differ materially from those anticipated in its forward-looking statements as a result of a number of factors, including, but not limited to, market and other conditions and risks generally associated with an undercapitalized developing company, as well as the risks contained under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Repot on Form 10-K for the year ended December 31, 2024 and the Company’s other filings with the Securities and Exchange Commission. Except as required by applicable law, we undertake no obligation to revise or update any forward-looking statements to reflect any event or circumstance that may arise after the date hereof.

~~Proposal 4.~~Item ~~The Company’s stockholders approved, subject to the Reverse Stock Split being approved, the Plan Amendment~~9.01 ~~The~~Financial ~~results of~~Statements ~~the~~and ~~vote are summarized in the table below~~Exhibits.

Votes For		Votes Against		Abstentions		Broker Non-Votes
170,146		168,772		61,697		1,226,214

Proposal 5. The Company’s stockholders ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote are summarized in the table below.

Votes For		Votes Against		Abstentions
1,512,379		14,187		100,263

Proposal 6. The Company’s stockholders approved a proposal to adjourn the Annual Meeting, if necessary or appropriate, if there are not sufficient votes at the time of the Annual Meeting to approve the proposals submitted to the Company’s stockholders and/or establish a quorum for the Annual Meeting. The results of the vote are summarized in the table below.

Votes For		Votes Against		Abstentions
1,321,298		192,323		113,208

Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.

Because Proposals 1, 2, 3, 4 and 5 were approved by the Company’s stockholders, an adjournment of the Annual Meeting was not necessary.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Second Amendment to the Bone Biologics Corporation 2015 Equity Incentive Plan.
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation, filed June 5, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
99.1		Press release dated June 6, 2025
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: May 30, 2025
Date: June 6, 2025
	By:	/s/ ~~JEFFREY~~Jeffrey ~~FRELICK~~Frelick
		Jeffrey Frelick, Chief Executive Officer
		Jeffrey Frelick
		Chief Executive Officer

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