Bone Biologics Corp
For the period ended Sep 30, 2026. Filed Oct 26, 2026.
View on SEC.govAbout 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.
Sep 30, 2026 · Filed Oct 26, 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-Q
Period ended 2026-06-30; filed 2026-08-14.
0001493152-26-038482
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-26.
0001493152-26-048571
Item 2. 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 51 previous paragraphs and 53 current paragraphs.
31 unchanged; 13 reworded; 8 added; 7 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 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 (8)
Current report
On July 9, 2026, pursuant to a securities purchase agreement dated July 7, 2026 (the “July 2026 Private Placement”), the Company sold 2,112,677 units to an investor at a purchase price of $1.419 per unit. Each unit consisted of one pre-funded warrant, one Series F warrant and one Series G warrant, each to purchase one share of common stock. The Company received gross proceeds of $2,997,888, and net proceeds of $2,639,667 after deducting offering costs of $358,221. In connection with the July 2026 Private Placement, the Company also issued warrants to the placement agent to purchase 126,761 shares of common stock.
Current report
During the three months ended September 30, 2026, the Company issued 1,578,677 shares of common stock upon the exercise of pre-funded warrants for proceeds of $1,579. As of September 30, 2026, 534,000 pre-funded warrants remained outstanding.
Current report
Nasdaq Compliance
Current report
On September 10, 2026, we received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based on the closing bid price of our common stock for 30 consecutive business days, we no longer meet Nasdaq Listing Rule 5550(a)(2), which requires listed companies to maintain a minimum bid price of at least $1 per share (the “Bid Price Rule”). The Nasdaq Listing Rules provide a compliance period of 180 calendar days, or until March 9, 2027, in which to regain compliance with the Bid Price Rule. If we evidence a closing bid price of at least $1 per share for a minimum of 10 consecutive business days during the 180-day compliance period, we will automatically regain compliance. If we fail to regain compliance with the Bid Price Rule, Nasdaq will provide notice that our common stock will be subject to delisting. We would then be entitled to appeal that determination to a Nasdaq hearings panel.
Current report
The notification has no immediate effect on the listing of our common stock on Nasdaq. At our 2026 annual meeting of stockholders, we received stockholder approval for a reverse stock split of our outstanding common stock in the range of not less than 1-for-2 and not more than 1-for-10, at the discretion of our Board of Directors. Accordingly, our Board of Directors may authorize a reverse stock split to attempt to increase the per share price of the common stock and regain compliance with the Nasdaq Listing Standards.
Current report
Our general and administrative expenses decreased by $103,695, from $527,466 for the three months ended September 30, 2025, to $423,771 for the same period in 2026. The decrease was primarily due to the timing of director compensation expense recognition, which is tied to the annual meeting. The 2026 annual meeting was held in September, compared to May 2025, resulting in lower compensation expense recognized during the current quarter.
Current report
Our general and administrative expenses decreased by $112,256, from $1,698,843 for the nine months ended September 30, 2025, to $1,586,587 for the same period in 2026. The decrease was primarily due to the timing of director compensation expense recognition, which is tied to the annual meeting. The 2026 annual meeting was held in September, compared to May 2025, resulting in lower compensation expense recognized during the current quarter.
Current report
The Company’s ability to raise additional capital is subject to certain restrictions under the securities purchase agreement entered into in connection with the July 2026 Private Placement. Until July 24, 2027, the Company may not enter into any variable rate transaction, including an equity line of credit or an at-the-market (“ATM”) offering facility, other than sales under an ATM facility with Wainwright serving as sales agent. Until that date, the Company also may not effect a reverse stock split without the consent of the purchaser, unless the Board of Directors determines in good faith that a reverse stock split is required to maintain the listing of the Company’s common stock on Nasdaq. In addition, under its engagement agreement with Wainwright, Wainwright has a right of first refusal to act as the Company’s exclusive placement agent, underwriter or advisor for certain future financings through July 2027. Sales under the ATM facility are also limited by the amount the Company may sell under its shelf registration statement, which depends on the market value of its common stock held by non-affiliates. These restrictions may limit the Company’s ability to raise capital on acceptable terms or in the amounts needed. There can be no assurance that additional financing will be available when needed or on terms acceptable to the Company.
Removed paragraphs (7)
Previous report
Item 2. Management’s Discussion and Analysis.
Previous report
On July 9, 2026, we issued an investor pre-funded warrants to purchase 2,112,677 shares of common stock, together with Series F Warrants (the “Series F Warrants”) to purchase 2,112,677 shares of common stock and Series G Warrants (the “Series G Warrants,” and together with the Series F Warrants, the “Warrants”) to purchase 2,112,677 shares of common stock at a combined purchase price of $1.419 per pre-funded warrant and accompanying Series F Warrants and Series G Warrants, for net proceeds of approximately $2.7 million.
Previous report
In addition, we issued the placement agent, or its designees, placement agent warrants to purchase 126,761 shares of common stock as compensation in connection with the private placement. Except for the exercise price, the placement agent warrants have substantially the same terms as the Series F Warrants.
Previous report
Our general and administrative expenses decreased by $57,108, from $556,467 for the three months ended June 30, 2025, to $499,359 for the same period in 2026.
Previous report
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
Our general and administrative expenses decreased by $8,561, from $1,171,377 for the six months ended June 30, 2025, to $1,162,816 for the same period in 2026.
Previous report
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.
Reworded paragraphs (13)
Previous 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.
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. Six hospital sites in Australia are now under agreement to participate in the study.
Previous wording
The pre-funded warrants are immediately exercisable at an exercise price of $0.001 per share and remain outstanding until exercised in full. The Warrants, and placement agent warrants are exercisable commencing on the on the effective date of stockholder approval of the issuance of the shares of common stock issuable upon exercise of the Warrants (the “Stockholder Approval Date”) at an exercise price of $1.42, $1.42, and $1.775 per share, respectively. The Series F Warrants and placement agent warrants expire on the fifth anniversary of the Stockholder Approval Date. The Series G Warrants expire on the eighteen-month anniversary of the Stockholder Approval Date.
Current wording
The pre-funded warrants have an exercise price of $0.001 per share, are immediately exercisable and do not expire. The Series F and Series G warrants each have an exercise price of $1.42 per share, while the placement agent warrants have an exercise price of $1.775 per share. These warrants became exercisable on September 28, 2026, following stockholder approval of the issuance of the underlying shares. The Series F and placement agent warrants expire on September 28, 2031, while the Series G warrants expire on March 28, 2028.
Previous wording
In September 2024, we entered into the 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 wording
In September 2024, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, establishing an at-the-market offering program (the “ATM Facility”) pursuant to which we may, from time to time, in its sole discretion, issue and sell shares of common stock through Wainwright. In September and December 2024, we filed prospectus supplements providing for the sale of up to $1,143,121 and $832,009, respectively, of common stock under the ATM Agreement. In March 2026, after selling approximately $1.7 million of shares of common stock pursuant to the ATM Facility, we filed a new prospectus supplement under our current shelf registration statement providing for the sale of up to $1,064,000 of common stock under the ATM Agreement.
Previous wording
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 wording
Shares may be sold through the ATM Facility in transactions deemed to be “at the market” offerings under Rule 415 of the Securities Act. We pay Wainwright a commission of 3.0% of the gross sales price per share sold under the ATM Agreement.
Previous wording
During the three months ended June 30, 2026, the Company sold 15,120 shares of common stock through the ATM Facility for net proceeds of $20,180, after deducting $2,090 in offering costs.
Current wording
During the three months ended September 30, 2026, we did not sell any shares of common stock through the ATM Facility. During the nine months ended September 30, 2026, we sold 15,120 shares of common stock through the ATM Facility for net proceeds of $20,180, after deducting $2,090 in offering costs.
Previous wording
Our research and development expenditures increased from $191,608 for the three months ended June 30, 2025, to $308,747 for the same period in 2026, marking an increase of $117,139. The increase in costs can be attributed to our development activities to extend the shelf-life of our protein. 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 increased from $187,808 for the three months ended September 30, 2025, to $242,569 for the same period in 2026, marking an increase of $54,761. The increase in costs can be attributed to our development activities to extend the shelf-life of our protein. We anticipate continued substantial investment in development activities for NELL-1 as we prepare for our pivotal clinical study in the future.
Previous wording
Six months ended June 30, 2026 compared to the Six months ended June 30, 2025
Current wording
Nine months ended September 30, 2026 compared to the Nine months ended September 30, 2025
Previous wording
Our research and development expenditures decreased from $615,186 for the six months ended June 30, 2025, to $450,344 for the same period in 2026, marking a decrease of $164,842. 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 $802,994 for the nine months ended September 30, 2025, to $692,914 for the same period in 2026, marking a decrease of $110,080. 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
We have no significant operating history and since inception to June 30, 2026 have incurred accumulated losses of approximately $89.7 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 $6.2 million. The accompanying consolidated financial statements for the six months ended June 30, 2026 have been prepared assuming we will continue as a going concern. As reflected in the financial statements, we incurred a net loss of $1.5 million and used net cash in operating activities of $1.3 million during the six months ended June 30, 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.
Current wording
We have no significant operating history and since inception to September 30, 2026 have incurred accumulated losses of approximately $90.3 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 $6.0 million. The accompanying consolidated financial statements for the nine months ended September 30, 2026 have been prepared assuming we will continue as a going concern. As reflected in the financial statements, we incurred a net loss of $2.2 million and used net cash in operating activities of $1.9 million during the nine months ended September 30, 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, included an explanatory paragraph regarding 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 June 30, 2026 and December 31, 2025, we had cash of $4,031,780 and $5,334,322, respectively. On July 7, 2026, the Company entered the July 2026 Private Placement and after deducting cash costs of $357,000, the Company received net proceeds of approximately $2.7 million from the offering.
Current wording
At September 30, 2026 and December 31, 2025, we had cash of $6,088,085 and $5,334,322, respectively. On July 9, 2026, we completed the July 2026 Private Placement and after deducting cash costs of approximately $358,000, we received net proceeds of approximately $2.6 million from the offering.
Previous wording
Available cash including the July 2026 Private Placement is expected to fund the Company’s operations into the second quarter of 2027.
Current wording
Available cash is expected to fund our operations through the second quarter of 2027.
Previous wording
For the six months ended June 30, 2026 and 2025, cash used in operating activities totaled $1,322,722 and $1,385,004, respectively.
Current wording
For the nine months ended September 30, 2026 and 2025, cash used in operating activities totaled $1,854,997 and $1,976,388, respectively.
Previous wording
During the six months ended June 30, 2026, cash provided by financing activities was $20,180 from the net proceeds of the ATM Facility compared to $4,700,341 during the six months ended June 30, 2025. During the six months ended June 30, 2025, cash provided by financing activities was from the net proceeds of the ATM Facility, the net proceeds of a public offering completed in June 2025 and the exercise of pre-funded warrants.
Current wording
During the nine months ended September 30, 2026, cash provided by financing activities was $2,608,760 compared to $4,700,341 for the nine months ended September 30, 2025, primarily from the net proceeds of the ATM Facility, net proceeds of the July 2026 Private Placement and exercise of pre-funded warrants. During the nine months ended September 30, 2025, cash provided by financing activities was from the net proceeds of the ATM Facility, the net proceeds of a public offering completed in June 2025 and the exercise of pre-funded warrants.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.