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Bone Biologics Corp

For the period ended Mar 31, 2026. Filed May 14, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 14, 2026

BBLG$0.33+3.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-14.

0001493152-25-023563

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-14.

0001493152-26-023163

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 48 previous paragraphs and 38 current paragraphs.

26 unchanged; 8 reworded; 4 added; 9 removed; 5 previous and 0 current paragraphs rearranged.

Tables are not compared: 2 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 (4)

Current report

In September 2024, we entered into ATM Agreement with Wainwright. Under the ATM Agreement, we may, from time to time, in our sole discretion, issue and sell through Wainwright up to $1,143,121 of shares of its common stock. In December 2024, we filed a prospectus supplement and increased the aggregate offering that can be sold under the ATM Agreement by $535,000. In March 2026, we filed an additional prospectus supplement and increased the aggregate offering that can be sold under the ATM Facility to $1,064,000.

Current report

Pursuant to the ATM Agreement, we 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. We will pay Wainwright a commission of 3.0% of the gross sales price per share sold under the ATM Agreement.

Current report

For the three months ended March 31, 2026 and 2025, cash used in operating activities totaled $804,282 and $926,125, respectively. The reduction in cash expenditures for the period ended March 31, 2026 is primarily due to decreased research and development costs.
Removed paragraphs (9)

Previous report

On June 5, 2025, we filed an amendment to our amended and restated certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1-for-6 reverse stock split of our outstanding common stock and warrants. The amendment was authorized by our stockholders on May 30, 2025, and was effective on June 10, 2025.

Previous report

All share and per share amounts have been retro-actively restated as if the reverse splits occurred at the beginning of the earliest period presented.

Previous report

General and administrative costs increased by $60,434, from $1,638,409 for the nine months ending September 30, 2024, to $1,698,843 for the same period in 2025, mainly due to higher fair value of directors’ stock option compensation, partially offset by lower legal and consultant expenses.

Previous report

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 we 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 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, was $4,352,792 (the “June Offering”).

Previous 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.

Previous 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.

Previous report

For the nine months ended September 30, 2025 and 2024, cash used in operating activities amounted to $1,976,388 and $2,771,438, respectively. The decrease in cash expenditures for the period ending September 30, 2025 is attributable to the absence of a legal settlement payment, which was made in January 2024, as well as lower research and development expenses related to preparing for our pilot clinical study.
Reworded paragraphs (8)

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 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 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

During the nine months ended September 30, 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.

Current wording

During the three months ended March 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. We did not sell any shares of common stock through the ATM Facility during the three months ended March 31, 2026.

Previous wording

Our research and development expenditures decreased from $429,747 for the three months ending September 30, 2024, to $187,808 for the same period in 2025, marking a decrease of $241,939. The decrease in costs can be attributed to timing of our clinical trial. We anticipate continued substantial investment in development activities for NELL-1 as we prepare for our pivotal clinical study in the future.

Current wording

Our research and development expenditures decreased from $423,576 for the three months ended March 31, 2025, to $141,597 for the same period in 2026, marking a decrease of $281,979. The decrease in costs can be attributed to timing of our clinical trial. We anticipate continued substantial investment in development activities for NELL-1 as we prepare for our pivotal clinical study in the future.

Previous wording

Our general and administrative expenses increased by $6,192, rising from $521,274 for the three months ended September 30, 2024, to $527,466 for the same period in 2025.

Current wording

Our general and administrative expenses increased by $48,547, rising from $614,910 for the three months ended March 31, 2025, to $663,457 for the same period in 2026.

Previous wording

We have no significant operating history and since inception to September 30, 2025 have incurred accumulated losses of approximately $87.4 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 $6.9 million. The accompanying consolidated financial statements for the nine months ended September 30, 2025 have been prepared assuming we will continue as a going concern. As reflected in the financial statements, we incurred a net loss of $2.4 million and used net cash in operating activities of $2.0 million during the nine months ended September 30, 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, 2024, 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 March 31, 2026 have incurred accumulated losses of approximately $88.9 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 $5.4 million. The accompanying consolidated financial statements for the three months ended March 31, 2026 have been prepared assuming we will continue as a going concern. As reflected in the financial statements, we incurred a net loss of $0.8 million and used net cash in operating activities of $0.8 million during the three months ended March 31, 2026. 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

At September 30, 2025 and December 31, 2024, we had cash of $6,049,084 and $3,325,131, respectively.

Current wording

At March 31, 2026 and December 31, 2025, we had cash of $4,530,040 and $5,334,322, respectively.

Previous wording

During the nine months ended September 30, 2025, cash provided by financing activities was $4,700,341 compared to $3,311,295 during the nine months ended September 30, 2024. The increase in cash provided by financing activities is primarily attributed to the net proceeds of the ATM Facility, the net proceeds of the June Offering and the exercise of pre-funded warrants.

Current wording

During the three months ended March 31, 2026, cash provided by financing activities was $-0- compared to $347,549 during the three months ended March 31, 2025. During the three months ended March 31, 2025, cash provided by financing activities was from the net proceeds of our ATM Facility.
Rearranged previous paragraphs (5)

Previous report — wording carried elsewhere

Nine months ended September 30, 2025 compared to the Nine months ended September 30, 2024

Previous report — wording carried elsewhere

Our research and development expenditures decreased from $1,025,814 for the nine months ending September 30, 2024, to $802,994 for the same period in 2025, marking a decrease of $222,820. The decrease in costs can be attributed to timing of our clinical trial. We anticipate continued substantial investment in development activities for NELL-1 as we prepare for our pivotal clinical study in the future.

Previous report — wording carried elsewhere

Change in fair value of warrant liability

Previous report — wording carried elsewhere

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 fundamental transactions, 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 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 report — wording carried elsewhere

The change in fair value of warrant liability represents the re-measurement of the outstanding warrants at September 30, 2025.