Bone Biologics Corp

For the period ended Aug 28, 2026. Filed Aug 28, 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.

Aug 28, 2026 · Filed Aug 28, 2026

BBLG$0.33+3.0%Stored close · as of Nov 6, 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 SEPTEMBER 28, 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 11:30 a.m. Eastern Time on Monday, September 28, 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.

We previously filed and made available to our stockholders our definitive proxy statement and related proxy materials on July 2, 2026 for the Annual Meeting, which contained three proposals. The enclosed proxy materials are being sent to you to reflect the postponement of the Annual Meeting, which was originally scheduled for August 11, 2026, to September 28, 2026, and because we have determined to (i) add a new Proposal Four in order toapprove, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of our common stock underlying certain warrants issued in connection with a private placement transaction; (ii) add a new Proposal Five in order to approvean amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock in a range of 1-for-2 to 1-for-10, at the discretion of the Board of Directors (the “Reverse Stock Split”); and (iii) add a new Proposal Six in order to approve an adjournment of 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 our stockholders and/or establish a quorum for the Annual Meeting.

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;
●	To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the potential issuance of shares of the Company’s common stock underlying certain warrants issued by us pursuant to that certain Securities Purchase Agreement, dated as of July 7, 2026, by and among the Company and the investor named on the signatory pages thereto, and that certain Engagement Letter, by and among the Company and H.C. Wainwright & Co., LLC, dated as of March 11, 2025, as amended, in an amount equal to or in excess of 20% of our common stock outstanding immediately prior to the issuance of such warrants;
●	To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect the Reverse Stock Split;
●	To approve an adjournment of 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; 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 August 6, 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 commenced mailing of this proxy statement, proxy cardand 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 August 28, 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.

By Order of the Board of Directors,

/s/ Bruce Stroever

Bruce Stroever

Chairman of the Board of Directors

August 28, 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
PROPOSAL FOUR – APPROVAL OF THE POTENTIAL ISSUANCE OF SHARES UNDERLYING CERTAIN WARRANTS	9
PROPOSAL FIVE - APPROVAL OF AMENDMENT TO THE CHARTER TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK AT THE DISCRETION OF THE BOARD	12
PROPOSAL SIX - APPROVAL OF ADJOURNMENT OF THE ANNUAL MEETING	19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	20
DIRECTORS AND EXECUTIVE OFFICERS	21
CORPORATE GOVERNANCE	22
EXECUTIVE COMPENSATION	25
PAY VERSUS PERFORMANCE	28
DIRECTOR COMPENSATION	30
REPORT OF THE AUDIT COMMITTEE	32
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.	32
DELINQUENT SECTION 16(a) REPORTS	33
2027 ANNUAL MEETING	33
HOUSEHOLDING OF PROXY MATERIALS	34
OTHER MATTERS	34
FORWARD-LOOKING STATEMENTS	34
APPENDIX A	A-1

ContentsView on SEC.gov

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