Bone Biologics Announces Registered Direct Offering At Market Prices Under Nasdaq Rules

BURLINGTON, Mass., Nov. 17, 2023–(BUSINESS WIRE)–Bone Biologics Corporation (NASDAQ: BBLG), a developer of orthobiology products for the spine fusion markets, today announced that it has entered into a definitive agreement to issue and sell a aggregate of 1,139,063 shares of common stock at a purchase price of $0.64 per share in a registered direct offering that will be priced at the market under Nasdaq rules. In a concurrent private placement, the company also agreed to issue and sell unregistered warrants to purchase an aggregate of 1,139,063 shares of common stock. The offering is expected to close on or about November 20, 2023, subject to the satisfaction of customary closing conditions.

HC Wainwright & Co. is acting as the exclusive placement agent for the offering.

The unregistered warrants have an exercise price of $0.52 per share, become exercisable upon issuance and have a term of five and a half years from the date of issuance.

The gross proceeds to Bone Biologics from the offering are expected to be approximately $729,200, before deducting placement agent fees and other offering expenses payable by the Company. Bone Biologics currently intends to use the net proceeds from the offering to fund clinical trials, maintain and expand its patent portfolio and for working capital and other general corporate purposes.

The shares of common stock offered in the registered direct offering (but excluding the unregistered warrants offered in the concurrent private placement and the shares of common stock underlying such unregistered warrants) are being offered and sold by the Company pursuant to a shelf registration statement. on Form S-3 (Registration No. 333-265872), including a base prospectus, previously filed with the Securities and Exchange Commission (SEC) on June 28, 2022 and declared effective by the SEC on July 11, 2022. The offering of the common shares to be issued in the registered direct offering will be issued only by means of a prospectus supplement forming part of the registration statement. A final prospectus supplement and accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus, when available, may also be obtained by contacting HC Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (212) 856- 5711 or email placements@hcwco.com.

The offer and sale of the unregistered warrants in the private placement are being made in a transaction not involving a public offering and have not been registered under Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act”). Act”) and/or Rule 506(b) of Regulation D promulgated thereunder and, together with the common stock underlying such unregistered warrants, are not registered under the Securities Act or applicable state laws the field of effects. Accordingly, the unregistered warrants offered in the private placement and the underlying common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable government bonds. securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration. or qualification under the securities laws of any such state or jurisdiction.

About bone biology

Bone Biologics was founded to pursue regenerative medicine for bones. The company is working with select strategic partners that will build on the preclinical research on the Nell-1 protein. Bone Biologics is currently focusing its development efforts for its bone graft replacement product on bone regeneration in spinal fusion procedures, while also having rights to applications in trauma and osteoporosis. For more information, please visit www.bonebiologics.com.

Forward-Looking Statements

Certain statements in this press release, including, but not limited to, statements regarding the completion of the offering, the satisfaction of customary closing conditions relating to the offering and the anticipated use of proceeds therefrom, as well as statements containing the words “believes ” contain. “anticipates,” “expects” and words of similar meaning constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties. The Company’s actual results may differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including, but not limited to, market and other conditions and factors including the Company’s ability to deliver our flagship product to develop NELL-1. and other proposed products, its ability to obtain patent protection for its technology, its ability to obtain necessary financing to develop products and conduct necessary clinical testing, its ability to obtain Federal Food and Drug Administration approval for to market any product it develops in the United States and to obtain any other regulatory approval necessary to market a product in other countries, its ability to market any product it develops to market, its ability to create, support, manage or predict its growth; the ability to attract and retain key personnel; changes in the company’s business strategy or development plans; competition; business disruptions; adverse publicity and international, national and local general economic and market conditions and risks generally associated with an undercapitalized development company, as well as the risks contained under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the The Company’s Form S-1, Form 10-K for the year ended December 31, 2022, and the Company’s other filings with the Securities and Exchange Commission. Except as required by applicable law, we undertake no obligation to revise or update any forward-looking statements to reflect any event or circumstance that may arise after the date hereof.