aibioBone Biologics closes private placement of pre-funded warrants, about $2.7 million net
Tickers BBLG
Bone Biologics sold pre-funded warrants for 2,112,677 shares at a combined $1.419 each, with Series F and G warrants at $1.42, through H.C. Wainwright & Co. Net proceeds were about $2.7 million, and the 10-K carries a going-concern warning.
Key facts
- Company
- Bone Biologics Corporation (NASDAQ: BBLG)
- News type
- Financings
- Primary source
- Bone Biologics Corp Form 8-K filed July 9, 2026 (SEC EDGAR)
Bone Biologics Corporation (Nasdaq: BBLG) priced a private placement of pre-funded warrants and two series of common stock warrants on July 7, 2026, and the offering closed on July 9, 2026. The company says net proceeds were approximately $2.7 million after placement agent fees and other estimated offering expenses. The terms are in a Form 8-K filed July 9, 2026.
The terms
The investor is a single healthcare-focused institutional investor, according to the press release. The company agreed to sell pre-funded warrants to buy 2,112,677 shares of common stock, with Series F warrants and Series G warrants covering another 2,112,677 shares each. The combined price is $1.419 per pre-funded warrant and accompanying warrants.
The pre-funded warrants are exercisable immediately at $0.001 per share. The Series F and Series G warrants have an exercise price of $1.42 and become exercisable only after stockholder approval of the share issuance. Series F warrants run five years from the later of that approval and the effectiveness of the resale registration statement. Series G warrants are short-term and run 18 months from the same date. Holders may not exercise to the extent they would own more than 4.99% of the shares outstanding, or 9.99% if they elect that cap.
The release headline says "up to $9.0 Million," a figure that depends on the warrants. Expected gross proceeds are about $3.0 million before fees. It adds that no assurance can be given that any warrant will be exercised.
The placement agent and the fees
H.C. Wainwright & Co. was the exclusive placement agent on a reasonable best efforts basis. The company paid it a cash fee of 7.0% of gross proceeds and a management fee of 1.0% of the aggregate gross proceeds. It also reimbursed non-accountable expenses of up to $35,000 and legal and other out-of-pocket expenses of up to $50,000. The company issued the agent or its designees warrants for up to 126,761 shares, with an exercise price of $1.775 and otherwise similar terms to the Series F warrants. The 8-K names no counsel for the company or the placement agent.
Covenants and registration
The company agreed to seek stockholder approval of the warrant issuance at its next annual meeting, or at a special meeting within 90 days of closing. It agreed not to issue common stock or convertible securities for 60 days after the effective date of the resale registration statement, and not to enter variable rate transactions for one year after that date, subject to exceptions. It must file a resale registration statement within 15 calendar days and seek effectiveness within 45 calendar days, or 75 if the SEC reviews it.
The company intends to use the net proceeds to fund clinical trials, maintain and extend its patent portfolio, and for working capital and other general corporate purposes.
Losses and going concern
The annual report on Form 10-K, filed March 2, 2026, reports a net loss of $3.1 million for 2025, down from $4.1 million in 2024. Cash used in operations was $2.7 million in 2025, compared with $4.1 million a year earlier. Research and development expense was $1.1 million, down from $2.1 million. Cash was $5,334,322 at December 31, 2025, up from $3,325,131 a year earlier.
The 10-K says recurring operating losses raise substantial doubt about the company's ability to continue as a going concern, and that it will need to raise additional equity or debt capital to fund future operations. The net proceeds of about $2.7 million roughly equal the cash used in operations for 2025.
The business
Bone Biologics describes itself as a developer of orthobiologic products for spine fusion. Its lead product is a combination kit that includes a vial of NELL-1 recombinant protein and demineralized bone matrix. The release says the company is running a clinical study in Australia with select strategic partners that builds on preclinical research on the NELL-1 protein. The company says it has rights to trauma and osteoporosis applications as well.
The release reports no results from the Australian study, and the 10-K lists regulatory authorization for the lead product among its risks.