Bone Biologics Corp
For the period ended Jul 2, 2026. Filed Jul 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 2, 2026 · Filed Jul 2, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Materials Under §240.14a-12 |
BONE BIOLOGICS CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 11, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Bone Biologics Corporation for the fiscal year ended December 31, 2025 (the “Annual Meeting”), to be held at 11:00 a.m. Eastern Time on Tuesday, August 11, 2026, at Bone Biologics Corporation offices, 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803. Directions to our corporate headquarters are available at www.bonebiologics.com.
The Annual Meeting is being held for the following purposes, which are more fully described in the accompanying proxy statement:
| ● | To elect four directors to our Board of Directors; |
|---|---|
| ● | To approve, in an advisory (non-binding) vote, our executive officer compensation; |
| ● | To ratify the appointment of Weinberg & Company, P.A., as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| ● | To transact any other business as may properly come before the meeting or at any adjournment thereof. |
Our Board of Directors has fixed the close of business on June 12, 2026, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. Only our stockholders of record at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.
We are pleased to take advantage of the Securities and Exchange Commission’s “e-proxy” rules that allow public companies to furnish proxy materials to stockholders via the Internet. The “e-proxy” rules remove the requirement for public companies to automatically send stockholders a full, printed copy of proxy materials and allow them instead to deliver to their stockholders a Notice of Internet Availability of Proxy Materials (the “Notice and Access Card”) and to provide online access to the documents. The Notice and Access Card contains instructions on how to access those documents and to cast your vote via the Internet. The Notice and Access Card also contains instructions on how to request a paper copy of our proxy materials and our 2025 Annual Report. We believe that this process allows us to provide our stockholders with the information they need on a timelier basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.
We made this proxy statement and our 2025 Annual Report to stockholders for the fiscal year ended December 31, 2025, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission, available to stockholders on or about July 2, 2026.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 11, 2026:
The proxy statement, proxy card and 2025 Annual Report to stockholders for the fiscal year ended December 31, 2025, are available at the following website: www.bonebiologics.com/investor-relation. These documents are also available to any stockholder who wishes to receive a paper copy by calling 866-870-3684, visitingwww.investorelections.com/BBLG or emailing paper@investorelections.com.
By Order of the Board of Directors,
/s/ Bruce Stroever
Bruce Stroever
Chairman of the Board of Directors
July 2, 2026
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO VOTE ELECTRONICALLY VIA THE INTERNET OR BY COMPLETING, SIGNING, DATING AND RETURNING THE PROXY/VOTING INSTRUCTION CARD. IF GIVEN, YOU MAY REVOKE YOUR PROXY BY FOLLOWING THE INSTRUCTIONS IN THE PROXY STATEMENT AND PROXY/VOTING INSTRUCTION CARD.
TABLE OF CONTENTS
| PROXY STATEMENT | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND ANNUAL MEETING | 3 |
| PROPOSAL ONE – ELECTION OF DIRECTORS | 7 |
| PROPOSAL TWO – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 7 |
| PROPOSAL THREE – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 8 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 9 |
| DIRECTORS AND EXECUTIVE OFFICERS | 11 |
| CORPORATE GOVERNANCE | 12 |
| EXECUTIVE COMPENSATION | 15 |
| PAY VERSUS PERFORMANCE | 18 |
| DIRECTOR COMPENSATION | 20 |
| REPORT OF THE AUDIT COMMITTEE | 22 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. | 22 |
| DELINQUENT SECTION 16(a) REPORTS | 23 |
| 2027 ANNUAL MEETING | 23 |
| HOUSEHOLDING OF PROXY MATERIALS | 24 |
| OTHER MATTERS | 24 |
| FORWARD-LOOKING STATEMENTS | 24 |
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