Bone Biologics Corp
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 2, 2026
BBLG$0.33+3.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-26.
0001493152-25-008383
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-02.
0001493152-26-008564
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 61 previous paragraphs and 52 current paragraphs.
29 unchanged; 14 reworded; 9 added; 16 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Reverse Stock Split
Current report
On June 5, 2025, we filed a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-6 reverse stock split of our outstanding common stock. The reverse stock split became effective on June 10, 2025. The conversion or exercise prices of our issued and outstanding stock options and warrants were adjusted accordingly in connection with the reverse stock split. All historical share and per share amounts reflected throughout this Annual Report have been adjusted to reflect the reverse stock split.
Current report
June 2025 Public Offering
Current report
On June 27, 2025, 266,250 shares of common stock were issued upon the exercise of 266,250 pre-funded warrants. On June 30, 2025, another 80,000 shares of common stock were issued upon the exercise of 80,000 pre-funded warrants.
Current report
On July 1, 2025, 95,000 shares of common stock were issued upon the exercise of 95,000 pre-funded warrants and on July 2, 2025, 15,000 shares of common stock were issued upon the exercise of 15,000 pre-funded warrants.
Current report
Pursuant to the ATM Agreement, the Company may sell the shares by any method permitted that is deemed an “at the market” offering as defined in Rule 415 under the Securities Act. The Company will pay Wainwright a commission of 3.0% of the gross sales price per share sold under the ATM Agreement.
Current report
Our general and administrative expenses increased by $85,975, from $2,088,776 during the year ended December 31, 2024, to $2,174,751 during the year ended December 31, 2025. The increase is primarily due to the appointment of an independent director in late 2024, replacing a non-independent director. Independent directors receive compensation for their Board duties.
Current report
On June 27, 2025, we completed a public offering of common stock, pre-funded warrants and warrants for net proceeds of $4,352,792. See “June 2025 Public Offering” above for additional information.
Current report
We expect our available cash to fund our operations into the fourth quarter of 2026.
Removed paragraphs (16)
Previous report
Appointment of Director
Previous report
On October 16, 2024, the Company’s Board of Directors appointed Phillip Meikle to the Board of Directors. Mr. Meikle’s appointment followed Don Hankey’s resignation from the Board of Directors on October 1, 2024. Mr. Meikle received an initial option grant to purchase 9 shares of common stock under the Company’s 2015 Equity Incentive Plan at an exercise price of $1.88 per share. The initial director option grant vests and becomes exercisable on the date of the next annual meeting of the stockholders following the grant date. Mr. Meikle also received an annual director option grant to purchase 28,185 shares of common stock under the 2015 Equity Incentive Plan at an exercise price of $1.88 per share. The annual director option grant vests and becomes exercisable in four equal installments on December 17, 2024, March 19, 2025, June 19, 2025 and September 17, 2025.
Previous report
During the year ended December 31, 2024, we sold 857,242 shares of common stock through the ATM Facility for net proceeds of $1,112,202, after accounting for $205,256 in offering costs.
Previous report
Our general and administrative expenses decreased from $2,520,479 during the year ended December 31, 2023, to $2,088,776 during the year ended December 31, 2024. A decrease of $431,703. This decrease can mainly be attributed to legal expenses stemming from litigation matters in the year ended December 31, 2023.
Previous report
Legal settlement, net of insurance
Previous report
On January 10, 2024, we entered into a Settlement Agreement and Mutual General Release (the “Agreement”) with Drs. Bessie (Chia) Soo and Kang (Eric) Ting, on the one hand (the “plaintiffs”), and the Company and Stephen LaNeve on the other hand, in settlement of the claims for breach of contract and tortious interference with contract.
Previous report
The Agreement was effective as of January 9, 2024. We had certain indemnification obligations to Mr. LaNeve arising out of actions taken in connection with his service to the Company. Under the Agreement, we agreed to pay the plaintiffs $750,000, and on February 7, 2024, we paid $414,989, and our insurance carrier paid $335,011 for the total settlement.
Previous report
March 2024 Offering
Previous report
The 781,251 warrants have an exercise price of $2.43 per share, and were exercisable immediately for a term of five years. The 662,251 pre-funded warrants have an exercise price of $0.001 per share and were exercisable immediately until fully exercised.
Previous report
During the three months ended March 31, 2024, 363,251 pre-funded warrants were exercised and 363,251 shares of common stock were issued. During the three months ended June 30, 2024, the balance of 299,000 pre-funded warrants were exercised and 299,000 shares of common stock were issued.
Previous report
August 2024 Warrant Inducement
Previous report
On August 2, 2024, existing warrants to purchase 781,251 shares of common stock issued in March 2024, were exercised for cash at the exercise price of $2.43 per share, for gross proceeds of $1,898,440. As an inducement for the warrant holders to exercise the existing warrants for cash, new warrants to purchase 1,562,502 shares of common stock (the “Inducement Warrants”) were issued to the warrant holders for gross proceeds of $195,313. The proceeds received from the exercise of the 781,251 existing warrants, and the issuance of the Inducement Warrants, net of cash costs of $287,233, was $1,806,520.
Previous report
The Inducement Warrants have an exercise price of $2.00 per share and were immediately exercisable upon issuance. 781,251 of the Inducement Warrants expire on February 2, 2026, and 781,251 of the Inducement Warrants expire on August 2, 2029.
Previous report
In addition, warrants to purchase 46,875 shares of common stock were issued to Wainwright, in connection with the August 2024 warrant inducement. The warrants issued to Wainwright have an exercise price of $3.35 per share and were exercisable immediately upon issuance and for a term of five years.
Previous report
September 2024 ATM Offering
Previous report
On September 27, 2024, the Company entered into the ATM Agreement with Wainwright with respect to the ATM Facility.
Reworded paragraphs (14)
Previous wording
During 2024, we announced the treatment of the first patients in the multicenter, prospective, randomized pilot clinical study of our NB1 bone graft device. NB1 is NELL-1 protein combined with demineralized bone matrix (DBM) to provide rapid, specific and guided control over bone regeneration.
Current wording
During 2024, we announced the treatment of the first subjects in the multicenter, prospective, randomized pilot clinical study of our NB1 bone graft device. NB1 is NELL-1 protein combined with demineralized bone matrix (DBM) to provide rapid, specific and guided control over bone regeneration.
Previous wording
The pilot clinical study will evaluate the safety and effectiveness, fusion success, pain, function improvement and adverse events of NB1 in up to 30 adult subjects who undergo transforaminal lumbar interbody fusion (TLIF) to treat degenerative disc disease (DDD). To be enrolled in the study, patients must have DDD at one level from L2-S1 and may also have up to Grade 1 spondylolisthesis or Grade 1 retrolisthesis at the involved level. The study is being conducted in Australia. The study design was previously reviewed and agreed upon by the FDA’s Division of Orthopedic Devices in a Pre-submission to support progression to a pivotal clinical trial in the United States.
Current wording
The pilot clinical study will evaluate the safety and effectiveness, fusion success, pain, function improvement and adverse events of NB1 in up to 30 adult subjects who undergo transforaminal lumbar interbody fusion (TLIF) to treat degenerative disc disease (DDD). To be enrolled in the study, subjects must have DDD at one level from L2-S1 and may also have up to Grade 1 spondylolisthesis or Grade 1 retrolisthesis at the involved level. The study is being conducted in Australia. The study design was previously reviewed and agreed upon by the FDA’s Division of Orthopedic Devices in a Pre-submission to support progression to a pivotal clinical trial in the United States.
Previous wording
On March 6, 2024, the Company sold 119,000 shares of common stock together with warrants to purchase 119,000 shares of common stock (exercise price of $2.43 per share), expiring on March 6, 2029, at a combined public offering price of $2.56. In addition, the Company sold pre-funded warrants to purchase 662,251 shares of common stock together with warrants to purchase 662,251 shares of common stock, for a combined price of $2.559. The net proceeds received from the sale of common stock, pre-funded warrants and warrants, net of cash costs of $495,227, was $1,504,113.
Current wording
On June 27, 2025, we issued investors 793,750 shares of common stock and pre-funded warrants to purchase 456,250 shares of common stock for $4.00 per share (the shares of common stock had a public offering price of $4.00 per share. The pre-funded warrants had a public offering price of $3.999 per share, and the Company also received at closing the pre-funded warrants exercise price of $0.001 per share). In addition, we issued investors Series D warrants to purchase 1,250,000 shares of its common stock (exercise price of $4.00 per share), expiring on June 30, 2030, and Series E warrants to purchase 1,250,000 shares of common stock (exercise price of $4.00 per share), expiring on November 30, 2027. The net proceeds received from the sale of common stock, pre-funded warrants and warrants, net of cash costs of $647,208, were $4,352,792.
Previous wording
In addition, warrants to purchase 46,875 shares of common stock were issued to Wainwright, in connection with the March 2024 offering. The warrants issued to Wainwright have an exercise price of $3.20 per share and were exercisable immediately upon issuance and for a term of five years.
Current wording
In addition, warrants to purchase 75,000 shares of common stock were issued to the placement agent. The placement agent warrants have an exercise price of $5.00 per share and were exercisable immediately upon issuance for a term of five years.
Previous wording
On September 27, 2024, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) with respect to an “at the market” offering program, under which we may, from time to time, in our sole discretion, issue and sell through Wainwright, acting as agent or principal, up to approximately$1,143,121 of shares of our common stock (the “ATM Facility”).
Current wording
In September 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”). Under the ATM Agreement, the Company may, from time to time, in its sole discretion, issue and sell through Wainwright up to $1,143,121 of shares of its common stock. In December 2024, the Company filed a prospectus supplement and increased the aggregate offering that can be sold under the ATM Agreement by $535,000 (the “ATM Facility”).
Previous wording
During the year ended December 31, 2024, the Company sold 857,242 shares of common stock through the ATM Facility for net proceeds of $1,112,202, after accounting for $205,256 in offering costs.
Current wording
During the year ended December 31, 2025, the Company sold 52,843 shares of common stock through the ATM Facility for net proceeds of $347,549, after deducting $13,029 in offering costs.
Previous wording
Our research and development expenses decreased from $6,907,824 during the year ended December 31, 2023, to $2,130,385 during the year ended December 31, 2024. A decrease of $4,777,439. This decrease can be attributed to the significant expenses incurred in the year ended December 31, 2023 to produce the NELL-1 protein necessary for our initial clinical study. Moving forward, we anticipate continued substantial investment in development activities for NELL-1 as we prepare for our pivotal clinical study in the future.
Current wording
Research and development expenses decreased from $2,130,385 during the year ended December 31, 2024 to $1,060,191 during the year ended December 31, 2025, a decrease of $1,070,194. This reduction resulted from lower protein needs during our pilot clinical study. We expect ongoing significant investment in NELL-1 development as we prepare for our pivotal clinical study.
Previous wording
In October 2022, we completed a public equity offering, which included the issuance of 54,174 warrants. The warrants provide for a Black Scholes value calculation in the event of certain transactions (“Fundamental Transactions,” as defined), which includes a floor on volatility utilized in the value calculation at 100% or greater. We have determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, we have classified the fair value of the warrants as a liability to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.
Current wording
In October 2022, we completed a public equity offering, which included the issuance of 9,029 warrants to purchase shares of common stock that expire in October 2027. The warrants provide for a Black Scholes value calculation in the event of certain transactions (“Fundamental Transactions,” as defined), which includes a floor on volatility utilized in the value calculation at 100% or greater. We have determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, we have classified the fair value of the warrants as a liability to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.
Previous wording
We have no significant operating history and since inception to December 31, 2024 have incurred accumulated losses of approximately $85.0 million. We will continue to incur significant expenses for development activities for our lead product NELL-1/DBM. Operating expenditures for the next twelve months are estimated at $4.7 million. The accompanying consolidated financial statements for the year ended December 31, 2024 have been prepared assuming we will continue as a going concern. As reflected in the financial statements, we incurred a net loss of $4.1 million, and used net cash in operating activities of $4.1 million during the year ended December 31, 2024. These factors raise substantial doubt about our ability to continue as a going concern within a reasonable period of time, which is considered to be one year after the date that the financial statements are issued. In addition, our independent registered public accounting firm, in their report on the Company’s December 31, 2024, audited financial statements, expressed substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Current wording
We have no significant operating history and since inception to December 31, 2025 have incurred accumulated losses of approximately $88.1 million. We will continue to incur significant expenses for development activities for our lead product NELL-1/DBM. Operating expenditures for the next twelve months are estimated at $4.9 million. The accompanying consolidated financial statements for the year ended December 31, 2025 have been prepared assuming we will continue as a going concern. As reflected in the financial statements, we incurred a net loss of $3.1 million, and used net cash in operating activities of $2.7 million during the year ended December 31, 2025. These factors raise substantial doubt about our ability to continue as a going concern within a reasonable period of time, which is considered to be one year after the date that the financial statements are issued. In addition, our independent registered public accounting firm, in their report on the Company’s audited financial statements for the year ended December 31, 2025, expressed substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Previous wording
Subsequent to December 31, 2024, we sold 317,060 shares of common stock through the ATM Facility for net proceeds of $347,549, after deducting $13,029 in offering costs.
Current wording
During the year ended December 31, 2025, we sold 52,843 shares of common stock through the ATM Facility for net proceeds of $347,549, after deducting $13,029 in offering costs.
Previous wording
As of December 31, 2024 and 2023, we had cash of $3,325,131 and $3,026,569, respectively.
Current wording
As of December 31, 2025 and 2024, we had cash of $5,334,322 and $3,325,131, respectively.
Previous wording
During the year ended December 31, 2024 and 2023, cash used in operating activities was $4,124,935 and $9,555,904 respectively. Cash expenditures for the year ended December 31, 2024 decreased primarily due to production in 2023 of our NELL-1 protein as we prepared for our pilot clinical study.
Current wording
During the year ended December 31, 2025 and 2024, cash used in operating activities was $2,691,150 and $4,124,935 respectively. Cash expenditures for the year ended December 31, 2025 decreased primarily due to our reduced research and development activities.
Previous wording
During the year ended December 31, 2024, cash provided by financing activities of $4,423,497 resulted from the net proceeds of our March 2024 public offering of common stock units, August Warrant Inducement and proceeds from the ATM Facility. During the year ended December 31, 2023, cash provided by financing activities of $5,044,161 resulted from the net proceeds of our July and November 2023 public offerings of common stock units.
Current wording
During the year ended December 31, 2025, cash provided by financing activities of $4,700,341 resulted from the net proceeds of our June 2025 public offering of common stock units and proceeds from the ATM Facility. During the year ended December 31, 2024, cash provided by financing activities of $4,423,497 resulted from the net proceeds of our March 2024 public offering of common stock units, warrant inducement offering in August 2024 and proceeds from the ATM Facility.
Previous wording
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates include the assumptions used in the valuation of stock options and warrants and income tax valuation allowances. Actual results could differ from those estimates.
Current wording
The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates include the assumptions used in the valuation of stock options and warrants and income tax valuation allowances. Actual results could differ from those estimates.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
On December 13, 2024, we filed a prospectus supplement increasing the aggregate offering price that can be sold under the ATM Agreement by $535,176.
Previous report — wording carried elsewhere
On December 13, 2024, the Company filed a prospectus supplement increasing the aggregate offering price that can be sold under the ATM Agreement by $535,176.