Bone Biologics Corp
For the period ended Dec 31, 2024. Filed Apr 23, 2025.
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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.
Dec 31, 2024 · Filed Apr 23, 2025
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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 MAY 30, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Bone Biologics Corporation for the fiscal year ended December 31, 2024 (the “Annual Meeting”), to be held at 11:00 a.m. Eastern Time on Friday, May 30, 2025 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 approve an 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-2.5 to 1-for-10, at the discretion of the board of directors (the “Reverse Stock Split”); |
| ● | To approve an amendment to our 2015 Equity Incentive Plan, subject to the Reverse Stock Split being approved; |
| ● | To ratify the appointment of Weinberg & Company, P.A., as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| ● | 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 April 17, 2025 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 this proxy statement, proxy card and our 2024 Annual Report to stockholders for the fiscal year ended December 31, 2024, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission, on or about April 23, 2025.
By Order of the Board of Directors,
/s/Bruce Stroever
Bruce Stroever
Chairman of the Board of Directors
April 23, 2025
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.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 30, 2025
Our proxy statement and 2024 Annual Report to stockholders are also available online at
www.bonebiologics.com/investor-relation
TABLE OF CONTENTS
| PROXY STATEMENT | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND ANNUAL MEETING | 3 |
| PROPOSAL I – ELECTION OF DIRECTORS | 7 |
| PROPOSAL II – ADVISORY VOTE ON EXECUTIVE COMPENSATION | 8 |
| PROPOSAL III – APPROVAL OF AMENDMENT TO THE CHARTER TO EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK AT THE DISCRETION OF THE BOARD | 9 |
| PROPOSAL IV – APPROVAL OF THE SECOND AMENDMENT TO OUR 2015 EQUITY INCENTIVE PLAN, SUBJECT TO THE REVERSE STOCK SPLIT BEING APPROVED | 18 |
| PROPOSAL V – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 28 |
| PROPOSAL VI – APPROVAL OF ADJOURNMENT OF THE ANNUAL MEETING | 30 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 31 |
| DIRECTORS AND EXECUTIVE OFFICERS | 32 |
| CORPORATE GOVERNANCE | 34 |
| EXECUTIVE COMPENSATION | 37 |
| PAY VERSUS PERFORMANCE | 39 |
| DIRECTOR COMPENSATION | 41 |
| REPORT OF THE AUDIT COMMITTEE | 43 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. | 43 |
| 2026 ANNUAL MEETING | 44 |
| HOUSEHOLDING OF PROXY MATERIALS | 45 |
| OTHER MATTERS | 45 |
| FORWARD-LOOKING STATEMENTS | 45 |
| APPENDIX A | A-1 |
| APPENDIX B | B-1 |
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