0001641172-25-016289
S-1
22
20250624
20250624
Bone Biologics Corp
0001419554
3842
421743430
DE
1231
S-1
33
333-288282
251069225
2 BURLINGTON WOODS DRIVE,
SUITE 100,
BURLINGTON
MA
01803
(781) 552-4452
2 BURLINGTON WOODS DRIVE,
SUITE 100,
BURLINGTON
MA
01803
Bone Biologics, Corp.
20140924
AFH ACQUISITION X, INC.
20071127
S-1
1
forms-1.htm
S-1
As filed with the Securities and Exchange Commission
on June 24, 2025
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BONE BIOLOGICS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
2834
42-1743430
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803
(781) 552-4452
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Jeffrey Frelick
Chief Executive Officer
Bone Biologics Corporation
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803
(781) 552-4452
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies
to:
Alexander
R. McClean, Esq.
Harter
Secrest & Emery LLP
1600
Bausch & Lomb Place
Rochester,
New York 14604
(585)
232-6500
Steven
M. Skolnick, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
(212) 262-6700
Approximate
date of commencement of proposed sale to the public:
As soon as practicable after the effective date
of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in
this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to
buy these securities in any state where the offer or sale is not permitted.
Subject to Completion,
dated June 24, 2025
PRELIMINARY PROSPECTUS
BONE BIOLOGICS CORPORATION
Up to 846,023 Shares of Common Stock
Up to 846,023 Prefunded Warrants to purchase
up to 846,023 Shares of Common Stock
Up to 846,023 Shares of Common Stock underlying
the Prefunded Warrants
Up to 846,023 Series D Warrants to purchase
up to 846,023 Shares of Common Stock
Up to 846,023 Shares of Common Stock underlying
the Series D Warrants
Up to 846,023 Series E Warrants to purchase
up to 846,023 Shares of Common Stock
Up to 846,023 Shares of Common Stock underlying
the Series E Warrants
Up to 50,761 Placement Agent Warrants to
Purchase up to 50,761 Shares of Common Stock
Up to 50,761 Shares of Common Stock Underlying
the Placement Agent Warrants
We are offering up to 846,023 shares of common
stock, par value $0.001 per share (“common stock”), together with Series D warrants to purchase up to 846,023 shares
of common stock (the “Series D Warrants”) and Series E warrants to purchase up to 846,023 shares of common stock (the
“Series E Warrants”), which we refer to collectively as the “warrants,” at an assumed combined public offering
price of $5.91 per share and accompanying warrants (the last reported sale price of our common stock on the Nasdaq Capital Market,
or Nasdaq, on June 20, 2025). Each share of our common stock is being sold together with one Series D Warrant to purchase one
share of common stock and one Series E Warrant to purchase one share of common stock. The Series D Warrants will have an exercise price
of $5.91 per share (100% of the combined public offering price per share of common stock and accompanying warrants) and will be
exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants (“Warrant
Stockholder Approval”), provided however, if the Pricing Conditions (as defined below) are met, the Series D Warrants will be exercisable
upon issuance (the “Initial Exercise Date”). The Series D Warrants will expire on the five-year anniversary of the Initial
Exercise Date. The Series E Warrants will have an exercise price of $5.91 per share (100% of the combined public offering price
per share of common stock and accompanying warrants) and will be exercisable beginning on the Initial Exercise Date. The Series E Warrants
will expire on the 18-month anniversary of the Initial Exercise Date. As used herein “Pricing Conditions” means that the
combined offering price per share and accompanying warrants is such that the Warrant Stockholder Approval is not required under Nasdaq
rules because either (i) the offering is an at-the-market offering under Nasdaq rules and such price equals or exceeds the sum of (a)
the applicable “Minimum Price” per share under Nasdaq rule 5635(d) plus (b) $0.125 per share of common stock underlying each
of the warrants or (ii) the offering is a discounted offering where the pricing and discount (including attributing a value of $0.125
per share underlying each of the warrants) meet the pricing requirements under the Nasdaq rules.
This prospectus
also relates to the offering of the shares of common stock issuable upon exercise of the warrants.
We are also offering to those investors, if any,
whose purchase of shares of our common stock in this offering would result in such investor, together with its affiliates and certain
related parties, beneficially owning more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding common stock following
the consummation of this offering, the opportunity to purchase, in lieu of the common stock that would otherwise result in the investor’s
beneficial ownership exceeding 4.99% (or, at the election of the investor, 9.99%), pre-funded warrants each to purchase one share of
our common stock at an exercise price of $0.001, which we refer to as the “pre-funded warrants.” Each pre-funded warrant
will be exercisable upon issuance and may be exercised at any time until all of the pre-funded warrants are exercised in full. Each pre-funded
warrant is being sold together with one Series D Warrant to purchase one share of common stock and one Series E Warrant to purchase
one share of common stock. The public offering price for each pre-funded warrant and the accompanying warrants is equal to the price
per share of common stock and the accompanying warrants being sold to the public in this offering, minus $0.001. This prospectus also
relates to the offering of the shares of common stock issuable upon exercise of the pre-funded warrants.
For each pre-funded warrant we sell, the number of
shares of common stock we sell in this offering will be decreased on a one-for-one basis. The shares of common stock and/or pre-funded
warrants and the accompanying warrants can only be purchased together in this offering but will be issued separately and will be immediately
separable upon issuance.
This offering will terminate on July 24, 2025
unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing
for all the securities purchased in this offering. The combined public offering price per share (or pre-funded warrant) and accompanying
warrants will be fixed for the duration of this offering.
i
We have engaged H.C. Wainwright & Co., LLC,
the placement agent, to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to
use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing
or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific
number or dollar amount of securities. We have agreed to pay to the placement agent the placement agent fees set forth in the table below,
which assumes that we sell all of the securities offered by this prospectus. Since we will deliver the securities to be issued in this
offering upon our receipt of investor funds, there is no arrangement for funds to be received in escrow, trust or similar arrangement.
There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required
as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which may significantly reduce
the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount
of securities sufficient to pursue our business goals described in this prospectus. In addition, because there is no escrow account and
no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all
of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered
by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement
our business plan. See “Risk Factors” beginning on page 10 of this prospectus for more information. We will bear all costs
associated with the offering. See “Plan of Distribution” on page 21 of this prospectus for more information regarding these
arrangements.
Our common stock is listed on Nasdaq under the symbol
“BBLG.” There is no established trading market for the pre-funded warrants or the warrants and we do not expect an active
market to develop. In addition, we do not intend to list the pre-funded warrants or the warrants on any national securities exchange
or other trading market. Without an active trading market, the liquidity of these securities will be limited.
On June 10, 2025, we effected a reverse stock
split of our common stock at a ratio of 1-for-6. Unless otherwise noted, the share and per share information in this prospectus reflects
the effect of the reverse stock split. However, our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February
26, 2025, and all other documents incorporated by reference into this prospectus that were filed prior to June 10, 2025, do not give
effect to reverse stock split.
Certain information in this prospectus is based on
an assumed public offering price of $5.91 per share and accompanying warrants (the last reported sale price of our common stock
on Nasdaq on June 20, 2025). The actual public offering price will be determined between us and the placement agent based on market
conditions at the time of pricing, and may be at a discount to the current market price of our common stock. Therefore, the recent market
price per share of common stock used throughout this prospectus as an assumed combined public offering price may not be indicative of
the final offering price.
Per Share and Accompanying
Warrants
Per Pre-
Funded
Warrant and
Accompanying
Warrants
Total
Public offering price
$
$
$
Placement Agent fees(1)
$
$
$
Proceeds to us (before expenses) (2)
$
$
$
(1)
We have agreed to pay the placement agent a cash fee equal to 7.0%.
We have also agreed to pay the placement agent a management fee of 1.0% of the aggregate gross proceeds raised in this
offering and to reimburse the placement agent for certain of its offering related expenses, including reimbursement for non-accountable
expenses in an amount up to $35,000, legal fees and expenses in the amount of up to $100,000, and for its clearing
expenses in the amount of $15,950. In addition, we have agreed to issue the placement agent or its designees warrants to purchase
a number of shares of common stock equal to 6.0% of the shares of common stock sold in this offering (including the shares
of common stock issuable upon the exercise of the pre-funded warrants), at an assumed exercise price of $7.39 per share, which
represents 125% of the public offering price per share and accompanying warrants. For a description of compensation to be
received by the placement agent, see “Plan of Distribution” for more information.
(2)
Because there is no minimum number of securities or amount of proceeds
required as a condition to closing in this offering, the actual public offering amount, placement agent fees, and proceeds to us,
if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. For
more information, see “Plan of Distribution.”
You should read this prospectus, together with additional
information described under the headings “Information Incorporated by Reference” and “Where You Can Find More Information,”
carefully before you invest in any of our securities.
Investing in our securities involves a high degree
of risk. See the section entitled “Risk Factors” beginning on page 10 of this prospectus and in the documents incorporated
by reference into this prospectus for a discussion of risks that should be considered in connection with an investment in our securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
Delivery of the securities offered hereby is expected
to be made on or about ,
2025, subject to satisfaction of customary closing conditions.
The date of this prospectus is ,
2025.
ii
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
1
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
2
PROSPECTUS SUMMARY
3
THE OFFERING
8
RISK FACTORS
10
USE OF PROCEEDS
14
CAPITALIZATION
15
DILUTION
16
DESCRIPTION OF SECURITIES
17
PLAN OF DISTRIBUTION
21
LEGAL MATTERS
23
EXPERTS
23
INFORMATION INCORPORATED BY REFERENCE
23
WHERE YOU CAN FIND MORE INFORMATION
23
iii
ABOUT THIS PROSPECTUS
We incorporate by reference important information
into this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under “Where
You Can Find More Information.” You should carefully read this prospectus as well as additional information described under “Information
Incorporated by Reference,” before deciding to invest in our securities.
We have not, and the placement agent has not, authorized
anyone to provide you with additional information or information different from that contained in this prospectus or from that contained
or incorporated by reference in this prospectus filed with the Securities and Exchange Commission (the “SEC”). We do not,
and the placement agent and its affiliates do not, take any responsibility for, and can provide no assurance as to the reliability of,
any other information that others may give you. We are offering to sell, and seeking offers to buy, our securities only in jurisdictions
where offers and sales are permitted. The information contained in this prospectus, or any document incorporated by reference in this
prospectus, is accurate only as of its date, regardless of the time of delivery of this prospectus or any sale of our securities. Our
business, financial condition, results of operations and prospects may have changed since that date.
This prospectus and the information incorporated
by reference in this prospectus contain estimates and other statistical data made by independent parties and by us relating to market
size and growth and other data about our industry. We obtained the industry and market data in this prospectus from our own research
as well as from industry and general publications, surveys and studies conducted by third parties. This data involves a number of assumptions
and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject
to a high degree of uncertainty, including those discussed in “Risk Factors.” We caution you not to give undue weight to
such projections, assumptions and estimates. Further, industry and general publications, studies and surveys generally state that they
have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information.
While we believe that these publications, studies and surveys are reliable, we have not independently verified the data contained in
them. In addition, while we believe that the results and estimates from our internal research are reliable, such results and estimates
have not been verified by any independent source.
Neither we nor the placement agent have done anything
that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes
is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform
themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside
of the United States.
1
CAUTIONARY NOTE CONCERNING
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by
reference herein contain forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these
forward-looking statements. All statements other than statements of historical fact contained in this prospectus and the documents incorporated
by reference herein are forward-looking statements and are only predictions. We have based these forward-looking statements largely on
our current expectations and projections about future events and financial trends that we believe may affect our business, financial
condition and results of operations. In some cases, you can identify these forward-looking statements by terms such as “anticipate,”
“believe,” “can,” “continue,” “could,” “depend,” “estimate,”
“expect,” “intend,” “may,” “might,” “ongoing,” “plan,” “potential,”
“predict,” “project,” “should,” “will,” “would” or the negative of those
terms or other similar expressions, although not all forward-looking statements contain those words. We have based these forward-looking
statements on our current expectations and projections about future events and trends that we believe may affect our financial condition,
results of operations, strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking
statements include, but are not limited to, statements concerning the following:
●
our ability to regain and maintain compliance with the Nasdaq
listing standards and remain listed on Nasdaq;
●
our projected financial position and estimated cash burn rate;
●
our estimates regarding expenses, future revenues and capital requirements;
●
our ability to continue as a going concern;
●
our need to raise substantial additional capital to fund our operations;
●
the success, cost and timing of our clinical trials;
●
our dependence on third parties in the conduct of our clinical trials;
●
our ability to obtain the necessary regulatory approvals to market
and commercialize our product candidates;
●
the ultimate impact of health pandemics or epidemics on our business,
our clinical trials, our research programs, healthcare systems or the global economy as a whole;
●
the potential that results of preclinical and clinical trials indicate
our current product candidate or any future product candidates we may seek to develop are unsafe or ineffective;
●
the results of market research conducted by us or others;
●
the success of our expected patent application and
our ability to obtain and maintain intellectual property protection for our current product candidates;
●
our ability to protect our intellectual property rights and the potential
for us to incur substantial costs from lawsuits to enforce or protect our intellectual property rights;
●
the possibility that a third party may claim we or our third-party
licensors have infringed, misappropriated or otherwise violated their intellectual property rights and that we may incur substantial
costs and be required to devote substantial time defending against claims against us;
●
our reliance on third-party suppliers and manufacturers;
●
the success of competing therapies and products that are or become
available;
●
our ability to expand our organization to accommodate potential growth
and our ability to retain and attract key personnel;
●
the potential for us to incur substantial costs resulting from product
liability lawsuits against us and the potential for these product liability lawsuits to cause us to limit our commercialization of
our product candidate;
●
market acceptance of our product candidate, the size and growth of
the potential markets for our current product candidate and any future product candidates we may seek to develop, and our ability
to serve those markets;
●
the successful development of our commercialization capabilities, including
sales and marketing capabilities;
●
our expectation regarding the number of shares outstanding after this
offering;
●
our intention to use the net proceeds of this offering to fund clinical
trials, maintain and extend our patent portfolio, and for working capital and other general corporate purposes; and
●
pending the intended uses described herein, our intention to invest
the net proceeds of this offering in short-term, investment grade, interest-bearing securities.
These forward-looking statements are subject to a
number of risks, uncertainties and assumptions, including the successful development and commercialization of our product candidates,
market acceptance of our product candidates, our financial performance, including our ability to fund operations, our ability to maintain
compliance with Nasdaq’s continued listing requirements, regulatory approval and regulation of our product candidates, our expected
use of proceeds from this offering, and other factors and risks identified from time to time in our filings with the SEC, including this
prospectus and those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment.
New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors
on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking
events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those
anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements
as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking
statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for
the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements
for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.
You should read this prospectus and the documents
that we reference and that are incorporated by reference in this prospectus and have filed with the SEC as exhibits to the registration
statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and
events and circumstances may be materially different from what we expect.
2
PROSPECTUS SUMMARY
The following summary highlights selected information
contained or incorporated by reference in this prospectus and does not contain all of the information that may be important to you and
your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our consolidated
financial statements and the related notes and other documents incorporated by reference herein, as well as the information under the
caption “Risk Factors” herein and under similar headings in the other documents that are incorporated by reference into this
prospectus including documents that are filed after the date hereof. Some of the statements in this prospectus constitute forward-looking
statements that involve risks and uncertainties. See “Cautionary Note Concerning Forward-Looking Statements.” In this prospectus,
unless context requires otherwise, references to “we,” “us,” “our,” “BBLG” “Bone
Biologics,” or the “Company” refer to Bone Biologics Corporation and its subsidiary on a consolidated basis.
Company Overview
We are a medical device company that is currently
focused on bone regeneration in spinal fusion using the recombinant human protein known as NELL-1. NELL-1 in combination with demineralized
bone matrix (“DBM”) is an osteopromotive recombinant protein that provides target specific control over bone regeneration.
The NELL-1 technology platform has been licensed exclusively for worldwide applications to us through a technology transfer from the
UCLA Technology Development Group on behalf of UC Regents (“UCLA TDG”). UCLA TDG and the Company received guidance from the
U.S. Food and Drug Administration (“FDA”) that NELL-1/DBM will be classified as a device/drug combination product that will
require an FDA-approved pre-market approval (“PMA”) application before it can be commercialized in the United States.
We were founded by University of California professors
in collaboration with an Osaka University professor and a University of Southern California surgeon in 2004 as a privately held company
with proprietary, patented platform technology. Our platform technology has been validated in sheep and non-human primate models to facilitate
bone growth. We believe our platform technology has application in delivering improved outcomes in the surgical specialties of spinal,
orthopedic, general orthopedic, plastic reconstruction, neurosurgery, interventional radiology, and sports medicine. Lead product development
and clinical studies are targeted on spinal fusion surgery, one of the larger segments in the orthopedic market.
We are a clinical-stage entity. The production and
marketing of our products and ongoing research and development activities are subject to extensive regulation by numerous governmental
authorities in the United States. Prior to marketing in the United States, any combination product developed by us must undergo rigorous
preclinical (animal) and clinical (human) testing and an extensive regulatory approval process implemented by the FDA under the Federal
Food, Drug, and Cosmetic Act. There can be no assurance that we will not encounter problems in clinical trials that will cause us or
the FDA to delay or suspend clinical trials.
Our success will depend in part on our ability to
obtain and retain patents and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights
of others, both in the United States and other countries. There can be no assurance that patents issued to or licensed by us will not
be challenged, invalidated, rendered unenforceable, or circumvented, or that the rights granted thereunder will provide proprietary protection
or competitive advantages to us.
During 2024, we announced the treatment of the first patients in the multicenter, prospective, randomized pilot clinical study of our NB1 bone graft device. NB1 is NELL-1 protein
combined with DBM to provide rapid, specific and guided control over bone regeneration.
The pilot clinical study will evaluate the safety
and effectiveness, fusion success, pain, function improvement and adverse events of NB1 in up to 30 adult subjects who undergo transforaminal
lumbar interbody fusion to treat degenerative disc disease (DDD). To be enrolled in the study, subjects must have DDD at one level
from L2-S1 and may also have up to Grade 1 spondylolisthesis or Grade 1 retrolisthesis at the involved level. The study is being conducted
in Australia. The study design was previously reviewed and agreed upon by the FDA’s Division of Orthopedic Devices in a Pre-submission
to support progression to a pivotal clinical trial in the United States.
3
Product Candidates
We have developed a stand-alone platform technology
through significant laboratory and small and large animal research over more than 10 years to generate the current applications across
broad fields of use. The platform technology is our recombinant human protein, known as NELL-1, a proprietary skeletal-specific growth
factor that is a bone void filler. NELL-1 provides regulation over skeletal tissue formation and stem cell differentiation during bone
regeneration. We obtained the platform technology pursuant to an exclusive license agreement with UCLA TDG which grants us exclusive
rights to develop and commercialize NELL-1 for spinal fusion by local administration, osteoporosis and trauma applications. A major challenge
associated with orthopedic surgery is effective bone regeneration, including challenges related to rapid, uncontrolled bone growth that
can cause unsound structure; less dense bone formation; unwanted bone formation, and cysts, swelling; and intense inflammatory response
to current bone regeneration compounds. We believe NELL-1 will address these unmet clinical challenges for effective bone regeneration,
especially in hard healers.
We are currently focused on bone regeneration in
lumbar spinal fusion using NELL-1 in combination with DBM, a demineralized bone matrix from MTF Biologics (“MTF”). The combination
NELL-1/DBM medical device is an osteopromotive recombinant protein that provides target specific control over bone regeneration. We have
successfully surpassed four critical milestones:
●
Demonstrated a successful small laboratory scale pilot run for the
manufacturing of the recombinant NELL-1 protein in Chinese hamster ovary cells;
●
Validated protein dosing and efficacy in established large animal (sheep)
model pilot studies;
●
Completed pivotal animal study; and
●
Initiated a first-in-human pilot clinical study in Australia.
Our lead product candidate is expected to be purified
NELL-1 mixed with 510(k)-cleared DBM Demineralized Bone Putty recommended for use in conjunction with applicable hardware consistent
with the indication. The NELL-1/DBM Fusion Device, NB1, will be comprised of a single dose vial of NELL-1 recombinant protein freeze
dried onto DBM. A vial of NELL-1/DBM will be sold in a convenience kit with a diluent and a syringe of 510(k)-cleared demineralized bone
(“DBM Putty”) produced by MTF. A delivery device will allow the surgeon to mix the reconstituted NELL-1 with the appropriate
quantity of DBM Putty just prior to implantation. Use of NB1 will not require changes to the orthobiologic preparation or implantation
protocol.
The NELL-1/DBM Fusion Device, NB1, is intended for
use in lumbar spinal fusion and may have a variety of other spine and orthopedic applications. While the product is initially targeted
at the lumbar spine fusion market, in keeping with our exclusive license agreement, we believe NELL-1’s novel set of characteristics,
target-specific mechanism of action, efficacy, safety and affordability position the product for application in a variety of procedures
including:
Spine Implants. The global bone
graft substitute market presents a $3 billion opportunity per Fortune Business Insights. While use of the patient’s own bone,
also referred to as autograft, to enhance fusion of vertebral segments is currently the optimal procedure for this type of treatment,
complications associated with autograft bone including pain, increased surgical time and infection limit its use.
Non-Union Trauma Cases. While the majority of fractures
heal without the need for osteosynthetic products, bone substitutes are used in complicated breaks where the bone does not mend naturally.
Management believes that NELL-1 technology will perform as well as other growth factors, addressing this $8 billion global market
opportunity per Fortune Business Insights.
Osteoporosis. The global osteoporosis market presents
an $11.2 billion market opportunity per Evercore analyst reports. Finding a solution to counter a decrease in bone mass and density
seen in women most frequently after menopause or a similar effect on astronauts in microgravity environments for an extended period
is a major medical challenge. The systemic use of NELL-1 to stimulate bone regeneration throughout the body thereby increasing bone
density could have a very significant impact on the treatment of osteoporosis.
4
UCLA’s initial research was funded with approximately
$18 million in resources from UCLA TDG and government grants. Since licensing the exclusive worldwide intellectual property rights from
UCLA TDG, we have continued development with funding through capital raises. Our research and development expenses for the years ended
December 31, 2024 and 2023 were $2,130,385 and $6,907,824, respectively.
NELL-1’s powerful specific bone forming properties
are derived from the ability of NELL-1 to only target cells that exhibit an activated “master switch” to develop into bone.
NELL-1 is a function-specific recombinant human protein that has been proven in laboratory bench models to recapitulate normal human
growth and development to provide control over bone regeneration.
We have completed two preclinical sheep studies that
demonstrated our recombinant NELL-1 (“rhNELL-1”) growth factor effectively promotes bone formation in a phylogenetically
advanced spine model. In addition, rhNELL-1 was shown to be well tolerated and there were no findings of inflammation. Our pivotal sheep
study evaluated the effect of rhNELL-1 combined with DBM on lumbar interbody arthrodesis in an adult ovine model and demonstrated a 37.5%
increased frequency of fusion at 26 weeks compared with the control.
We began subject enrollment in 2024 in our first-in-human
pilot clinical study to evaluate the safety and effectiveness of NB1 in adult subjects with spinal degenerative disc disease at one level
from L2-S1, who may also have up to Grade 1 spondylolisthesis or Grade 1 retrolisthesis at the involved level, and are undergoing transforaminal
lumbar interbody fusion. The multi-center, prospective, randomized study is being conducted in Australia and will enroll up to 30 patients.
The primary end-point is fusion success at 12 months and change from baseline in the Oswestry Disability Index pain score. We anticipate
completing the trial 12 months after enrolling the 30th patient. We intend to use the pilot clinical trial data from the Australia
study to enable a future, larger U.S. pivotal clinical study, prior to submission of a PMA to the FDA.
Our Business Strategy
Our business plan is to develop our target-specific
growth factor for bone regeneration, based on preclinical and clinical data demonstrating increases in the quantity and quality of bone,
and a strong safety profile. Our initial focus on lumbar spinal fusion entails advancing our target-specific growth factor through clinical
studies to achieve FDA approval with comparable efficacy and safety to the gold standard for spine fusion (autografts). Continued capital
funding is critical to facilitate the development of our Nell-1 technology through the clinical regulatory path.
Intellectual Property Risks
Our patent portfolio currently consists of six patents
which expire between 2026 and 2033. We intend to expand our portfolio through composition of matter, methods of use and methods of production
patent applications, as the opportunity arises through the development of our platform technology. We plan to submit a patent application
with the United States Patent and Trademark Office (“USPTO”) by the end of the second quarter of 2025 regarding proprietary
compositions of rhNELL-1 polypeptide for treating bone conditions. Our success will depend in part on our ability to obtain patents
and product license rights, maintain trade secrets, and operate without infringing on the proprietary rights of others, both in the United
States and other countries. There can be no assurance that the USPTO will approve our patent application or the patents issued
to or licensed by us will not be challenged, invalidated, rendered unenforceable, or circumvented, or that the rights granted thereunder
will provide proprietary protection or competitive advantages to us. The patent positions of medical device companies are uncertain and
involve complex legal and factual questions. We may incur significant expenses in protecting our intellectual property and defending
or assessing claims with respect to intellectual property owned by others. See “Risk Factors” on page 10 and other information
included or incorporated by reference in this prospectus for a discussion of intellectual property risks to consider carefully before
deciding to invest in our securities.
5
Our Management Team
We have two full-time employees. Jeffrey Frelick
has served as our President and Chief Executive Officer since June 2019 and brings more than 35 years of leadership, operational, and
investment experience in the life science industry. Deina Walsh has served as our Chief Financial Officer since November 2014.
Mr. Frelick previously served as our Chief Operating
Officer from 2015 to June 2019. Prior to Bone Biologics, Mr. Frelick spent 15 years on Wall Street as a sell-side analyst following the
med-tech industry at investment banks Canaccord Genuity, ThinkEquity and Lazard. He also previously worked at Boston Biomedical Consultants
where he provided strategic planning assistance, market research data and due diligence for diagnostic companies. He began his career
at Becton Dickinson in sales and sales management positions after gaining technical experience as a laboratory technologist with Clinical
Pathology Facility. Mr. Frelick received a B.S. in Biology from University of Pittsburgh and an M.B.A. from Suffolk University’s
Sawyer Business School.
Ms. Walsh has served as our Chief Financial Officer
since November 2014. She is a certified public accountant and was the owner/founder of DHW CPA, PLLC, a public accounting firm. Prior
to forming her firm, Ms. Walsh spent 13 years at a public accounting firm where, as a partner, she was actively responsible for leading
firm audit engagements of publicly held entities in accordance with PCAOB standards and compliance with SEC regulations, including internal
control requirements under Section 404 of the Sarbanes-Oxley Act. Ms. Walsh had a global client base including entities throughout the
United States, Canada and China. These entities encompass a diverse range of industries including manufacturing, wholesale, life sciences,
pharmaceuticals, and technology. Her experience includes work with start-up companies and well-established operating entities. She has
assisted many entities seeking debt and equity capital. Areas of specialty include mergers, acquisitions, reverse mergers, consolidations,
complex equity structures, foreign currency translations and revenue recognition complexities. Ms. Walsh has an Associates of Science
Degree in Business Administration from Monroe Community College and a Bachelor of Science Degree in Accounting from the State University
of New York at Brockport.
We have relied and plan on continuing to rely on
independent organizations, advisors and consultants to perform certain services for us, including handling substantially all aspects
of regulatory approval, clinical management, manufacturing, marketing, and sales. Such services may not always be available to us on
a timely basis or at costs that we can afford. We also have engaged and plan to continue to engage regulatory consultants to advise us
on our dealings with the FDA and other foreign regulatory authorities and have been and will be required to retain additional consultants
and employees.
Our future performance will depend in part on our
ability to successfully integrate newly hired officers into our management team, engage and retain consultants, and to develop an effective
working relationship with our management and consultants. Losing key personnel or failing to recruit necessary additional personnel would
impede our ability to attain our development objectives. Losing key personnel or failing to recruit necessary additional personnel would
impede our ability to attain our development objectives. See “Risk Factors” on page 10 and other information included or incorporated
by reference in this prospectus for a discussion of management risks to consider carefully before deciding to invest in our securities.
6
Recent Developments
Nasdaq Compliance
On April 7, 2025, we received a letter from the
Listing Qualifications Staff (the “Staff”) of 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”). As discussed below, we completed a 1-for-6 reverse stock split
on June 10, 2025, and as of the close of business on June 24, 2025, we believe we have regained compliance with the Bid Price Rule because
we have maintained a minimum bid price of at least $1 per share for 10 consecutive business days. We expect to receive a letter from
the Staff of Nasdaq indicating that we have regained compliance with the Bid Price Rule.
Reverse Stock Split
On May 30, 2025, we received the approval of the
requisite number of holders of the shares of our common stock to amend our Amended and Restated Certificate of Incorporation, as amended
(“Certificate of Incorporation”), to effect a reverse split of the shares of our common stock at a ratio of 1-for-2.5 to
1-for-10 (or any number in between), with the exact ratio to be set within such range in the discretion of our Board of Directors without
further approval or authorization of our stockholders. On June 5, 2025, we filed a Certificate of Amendment to our Certificate of Incorporation
with the Secretary of State of the State of Delaware to effect a 1-for-6 reverse stock split of our outstanding common stock. The reverse
stock split became effective on June 10, 2025. The conversion or exercise prices of our issued and outstanding stock options and warrants
were adjusted accordingly in connection with the reverse stock split.
Going Concern
We have a history of operating losses since inception
and expect to incur additional near-term losses. As discussed further in “Management’s Discussion and Analysis - Liquidity
and Capital Resources,” included in our Form 10-K for the year ended December 31, 2024, which is incorporated herein by
reference, our independent registered public accounting firm, in its audit report to the financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 2024, expressed substantial doubt about our ability to continue as a going concern.
Our consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. Following
this offering, we will need to raise additional capital to fund our operations and continue to support our planned development and commercialization
activities. If we cannot secure the financing needed to continue as a viable business, our stockholders may lose some or all of their
investment in us.
Corporate Information
We were incorporated under the laws of the State
of Delaware on October 18, 2007 as AFH Acquisition X, Inc. Pursuant to a Merger Agreement, dated September 19, 2014, by and among the
Company, its wholly-owned subsidiary, Bone Biologics Acquisition Corp., a Delaware corporation (“Merger Sub”), and Bone Biologics,
Inc., Merger Sub merged with and into Bone Biologics Inc., with Bone Biologics Inc. remaining as the surviving corporation in the merger.
Upon the consummation of the merger, the separate existence of Merger Sub ceased. On September 22, 2014, the Company officially changed
its name to “Bone Biologics Corporation” to more accurately reflect the nature of its business and Bone Biologics, Inc. became
a wholly owned subsidiary of the Company. Bone Biologics, Inc. was incorporated in California on September 9, 2004.
Our principal executive offices are located at 2
Burlington Woods Drive, Suite 100, Burlington MA 01803 and our telephone number is (781) 552-4452. Our website address is www.bonebiologics.com.
The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information
contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to invest in our securities.
7
THE OFFERING
The following summary contains basic information
about this offering. The summary is not intended to be complete. You should read the full text and more specific details contained elsewhere
in this prospectus.
Common Stock Offered
Up to 846,023 shares.
Pre-Funded Warrants Offered
We are also offering to those investors, if any, whose purchase of
shares of our common stock in this offering would result in such investor, together with its affiliates and certain related parties,
beneficially owning more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding common stock following the consummation
of this offering, the opportunity to purchase, in lieu of the common stock that would otherwise result in the investor’s beneficial
ownership exceeding 4.99% (or, at the election of the investor, 9.99%), pre-funded warrants each to purchase one share of our common
stock at an exercise price of $0.001, which we refer to as the “pre-funded warrants.” Each pre-funded warrant will be
exercisable upon issuance and may be exercised at any time until all of the pre-funded warrants are exercised in full. Each pre-funded
warrant is being sold together with one Series D Warrant to purchase one share of common stock and one Series E Warrant to purchase
one share of common stock. The public offering price for each pre-funded warrant and the accompanying warrants is equal to the
price per share of common stock and the accompanying warrants being sold to the public in this offering, minus $0.001. For each pre-funded
warrant we sell, the number of shares of common stock we sell will be decreased on a one-for-one basis. This prospectus also relates
to the offering of the shares of common stock issuable upon exercise of the pre-funded warrants. See “Description of Securities
– Pre-Funded Warrants” for additional information.
Warrants Offered
Each share of common stock or pre-funded
warrant is being offered together with one Series D Warrant to purchase one share of common stock and one Series E Warrant to
purchase one share of common stock. The Series D Warrants will have an exercise price of $5.91 per share (100% of the
combined public offering price per share of common stock and accompanying warrants) and will be exercisable beginning on the
effective date of the Warrant Stockholder Approval, provided however, if the Pricing Conditions are met, the Series D Warrants
will be exercisable upon issuance (the “Initial Exercise Date”). The Series D Warrants will expire on the five-year
anniversary of the Initial Exercise Date. The Series E Warrants will have an exercise price of $5.91 per share (100% of
the combined public offering price per share of common stock and accompanying warrants) and will be exercisable beginning on
the Initial Exercise Date. The Series E Warrants will expire on the 18-month anniversary of the Initial Exercise Date. Each holder
of warrants will be prohibited from exercising its warrant for shares of our common stock if, as a result of such exercise, the
holder, together with its affiliates, would own more than 4.99% of the total number of shares of our common stock then issued
and outstanding. However, any holder may increase such percentage to any other percentage not in excess of 9.99%. This offering
also relates to the offering of the shares of common stock issuable upon the exercise of the warrants. For more information regarding
the warrants, you should carefully read the section titled “Description of Securities — Warrants” in this prospectus.
Placement Agent Warrants
We have agreed to issue to the placement agent or its designees warrants,
or the placement agent warrants, to purchase up to 6.0% of the shares of common stock sold in this offering (including the
shares of common stock issuable upon the exercise of the pre-funded warrants), at an assumed exercise price of $7.39 per share,
which represents 125% of the public offering price per share and accompanying warrants. For a description of the compensation
to be received by the placement agent, see “Plan of Distribution” for more information.
Common Stock Outstanding Prior
to This Offering
545,260 shares.
Common Stock to be Outstanding After this Offering
1,391,283 shares (assuming
we sell only shares of common stock and no pre-funded warrants and no exercise of the warrants offered hereby).
Use of Proceeds
We estimate that the net proceeds of this offering assuming no exercise
of the warrants, after deducting placement agent fees and estimated offering expenses, will be approximately $4.3 million,
assuming we sell only shares of common stock and no pre-funded warrants and assuming no exercise of the warrants. We intend to use
all of the net proceeds we receive from this offering to fund clinical trials, maintain and extend our patent portfolio, and for
working capital and other general corporate purposes. See “Use of Proceeds.”
Lock-up Agreements
Our executive officers and directors have agreed with the placement
agent not to sell, transfer or dispose of any shares or similar securities for a period of 60 days after the date of this
prospectus. For additional information regarding our arrangement with the placement agent, please see “Plan of Distribution.”
8
Reverse Stock Split
On June 10, 2025, we effected a 1-for-6 reverse stock split of our outstanding common stock. Unless
otherwise noted, the share and per share information in this prospectus reflects the effect of the reverse stock split. However,
our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 26, 2025, and all other documents incorporated
by reference into this prospectus that were filed prior to June 10, 2025, do not give effect to reverse stock split.
Nasdaq Trading Symbol
Our common stock is listed on the Nasdaq Capital Market
under the symbol “BBLG.” We do not intend to list the pre-funded warrants or warrants offered hereunder on any stock
exchange. Without an active trading market, the liquidity of the pre-funded warrants and warrants will be limited.
Risk Factors
See “Risk Factors” on page 10 and other information included
or incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in our
securities.
The discussion above is based on 545,260 shares
of our common stock outstanding as of June 20, 2025, and excludes as of such date the following:
●
87,856 shares of common
stock issuable upon exercise of stock options outstanding at a weighted average exercise price of $105.73 per share.
●
309,037 shares of common
stock issuable upon exercise of outstanding common stock warrants with a weighted average exercise price of $93.23 per share.
●
5,017,059 shares of common
stock reserved for future grants pursuant to the Bone Biologics Corporation 2015 Equity Incentive Plan (the “2015 Equity Incentive
Plan”).
●
1,692,046 shares of our
common stock issuable upon the exercise of warrants to be issued in this offering; and
●
50,761 shares of common
stock issuable upon the exercise of the placement agent warrants to be issued to the placement agent or its designees as compensation
in connection with this offering and pursuant to this prospectus.
Unless expressly indicated or the context requires
otherwise, all information in this prospectus assumes (i) we issue no pre-funded warrants and (ii) no exercise of the warrants offered
hereby.
9
RISK FACTORS
Investing in our securities involves a high degree
of risk. You should carefully consider all of the information contained in this prospectus and other information which may be incorporated
by reference in this prospectus as provided under “Information Incorporated by Reference.” In particular, you should carefully
consider the risks described below and elsewhere in this prospectus, which could materially and adversely affect our business, results
of operations or financial condition, together with those under the heading “Risk Factors” in our most recent Annual Report
on Form 10-K, which is incorporated by reference into this prospectus, as those risk factors are amended or supplemented by our subsequent
filings with the SEC. These risks and uncertainties are not the only risks and uncertainties we face. Additional risks and uncertainties
not currently known to us, or that we currently view as immaterial, may also impair our business. If any of the risks or uncertainties
described below or in our SEC filings or any additional risks and uncertainties actually occur, our business, financial condition, results
of operations and cash flow could be materially and adversely affected. As a result, you could lose all or part of your investment.
Risks Related to This Offering and Ownership of
our Securities
Our recurring operating losses have raised
substantial doubt regarding our ability to continue as a going concern.
Our recurring operating losses raise substantial
doubt about our ability to continue as a going concern. During the year ended December 31, 2024, we incurred a net loss of $4.1 million
and used net cash in operating activities of $4.1 million. Our available cash is expected to fund our operations up to the fourth quarter
of 2025. In addition, our independent registered public accounting firm, in its audit report to the financial statements as of and for
the year ended December 31, 2024, expressed substantial doubt about our ability to continue as a going concern. Our financial statements
do not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize
our assets and discharge our liabilities other than in the normal course of business which could cause investors to suffer the loss of
all or a substantial portion of their investment. In order to have sufficient cash and cash equivalents to fund our operations in the
future, we will need to raise additional equity or debt capital and cannot provide any assurance that we will be successful in doing
so. The perception of our ability to continue as a going concern may make it more difficult for us to obtain financing for the continuation
of our operations and could result in the loss of confidence by investors, suppliers and employees.
The price of our common
stock and public warrants may fluctuate substantially.
You should consider an investment
in our common stock to be risky. Some factors that may cause the market price of our common stock to fluctuate, in addition to the other
risks mentioned in this “Risk Factors” section are:
●
our ability to meet the Nasdaq listing requirements;
●
volatility and limitations in trading volumes of our shares of common
stock;
●
our ability to obtain financing to conduct and complete research and
development activities including, but not limited to, our clinical trials, and other business activities;
●
the timing and success of our clinical trials and introduction of products
to the market;
●
changes in the development status of our product candidate;
●
any delays or adverse developments or perceived adverse developments
with respect to the FDA’s review of our planned preclinical and clinical trials;
●
safety concerns related to the use of our product candidate;
●
changes in our capital structure or dividend policy, future issuances
of securities, sales of large blocks of common stock by our stockholders;
●
our cash position;
●
announcements and events surrounding financing efforts, including debt
and equity securities;
●
changes in general economic, political and market conditions in or
any of the regions in which we conduct our business;
●
analyst research reports, recommendation and changes in recommendations,
price targets, and withdrawals of coverage;
●
departures and additions of key personnel;
●
disputes and litigation;
●
changes in applicable laws, rules, regulations, or accounting practices
and other dynamics; and
●
other events or factors, many of which may be out of our control.
In addition, if the market
for stock in our industry or industries related to our industry, or the stock market in general, experiences a loss of investor confidence,
the trading price of our common stock could decline for reasons unrelated to our business, financial condition and results of operations.
If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could
be costly to defend and a distraction to management.
Future sales and issuances
of our common stock or equity-linked securities could result in additional dilution of the percentage ownership of our stockholders and
could cause our share price to fall.
Following this offering we expect that significant
additional capital will be needed in the future to continue our planned operations, including increased marketing, hiring new personnel,
commercializing our product, and continuing activities as an operating public company. To the extent we raise additional capital by issuing
common stock, or securities convertible into or exchangeable or exercisable for shares of common stock, our stockholders, including investors
who purchase shares of common stock or pre-funded warrants in this offering, may experience substantial dilution. We may sell common
stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time
to time. We cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that
is equal to or greater than the price per share paid by investors in this offering. If we sell common stock, convertible securities or
other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result
in material dilution to our stockholders, and new investors could gain rights superior to our existing stockholders, including investors
who purchase shares of common stock or pre-funded warrants in this offering. Moreover, the perceived risk of this potential dilution
could cause stockholders to attempt to sell their shares and investors to short our common stock. These sales also may result in downward
pressure on the price of our common stock and make it more difficult for us to sell equity or equity-related securities in the future
at a time and price that we deem reasonable or appropriate, and may cause you to lose the value of your investment.
The warrants are speculative in nature.
The warrants do not confer any rights of common stock
ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire
shares of common stock at a fixed price for a limited time. Moreover, following this offering the market value of the warrants, if any,
will be uncertain and there can be no assurance that the market value of the warrants will equal or exceed their imputed offering price.
The warrants will not be listed or quoted for trading on any market or exchange. There can be no assurance that the market price of our
common stock will ever equal or exceed the exercise price of the warrants, and consequently, the warrants may expire valueless.
10
There is no public market for the pre-funded
warrants or warrants offered by us.
There is no established public trading market for
the pre-funded warrants or warrants and we do not expect such a market to develop. In addition, we do not intend to apply to list the
pre-funded warrants or warrants on any national securities exchange or other nationally recognized trading system. Without an active
trading market, the liquidity of the pre-funded warrants and warrants will be limited.
Holders of the warrants and pre-funded warrants
will have no rights as common stockholders until they acquire our common stock.
Until holders of the warrants or pre-funded warrants
acquire shares of our common stock upon exercise of the warrants or pre-funded warrants, the holders will have no rights with respect
to shares of our common stock issuable upon exercise of the warrants or pre-funded warrants. Upon exercise of the warrants or pre-funded
warrants, the holder will be entitled to exercise the rights of a common stockholder as to the security exercised only as to matters
for which the record date occurs after the exercise.
Our management will have broad discretion over
the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.
Our management will have broad discretion in the
application of the net proceeds from this public offering, including for any of the currently intended purposes described in the section
entitled “Use of Proceeds.” Because of the number and variability of factors that will determine our use of the net proceeds
from this offering, their ultimate use may vary substantially from their currently intended use. Our management may not apply our cash
from this offering in ways that ultimately increase the value of any investment in our securities or enhance stockholder value. The failure
by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this
offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our stockholders.
If we do not invest or apply our cash in ways that enhance stockholder value, we may fail to achieve expected financial results, which
may result in a decline in the price of our shares of common stock, and, therefore, may negatively impact our ability to raise capital,
invest in or expand our business, acquire additional products or licenses, commercialize our product, or continue our operations.
If you purchase securities in this offering,
you will suffer immediate dilution of your investment.
You will incur immediate and substantial dilution
as a result of this offering. The public offering price per share of common stock and accompanying warrants and the public offering price
per pre-funded warrant and accompanying warrants will be substantially higher than the as adjusted net tangible book value per share
of our common stock after giving effect to this offering. Therefore, if you purchase securities in this offering, you will pay a price
per share of common stock you acquire that substantially exceeds our net tangible book value per share after this offering. Based on
an assumed public offering price of $5.91, which was the last reported sale price of our common stock on Nasdaq on June 20, 2025, and
our net tangible book deficit as of March 31, 2025, you will experience immediate dilution of $0.76 per share, representing the difference
between our as adjusted net tangible book value per share after giving effect to this offering and the assumed public offering price.
Purchasers
who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers
that purchase without the benefit of a securities purchase agreement.
In
addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that
enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue
a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the
securities purchase agreement including: (i) timely delivery of shares; (ii) agreement to not enter into variable rate financings for
one year from closing, subject to certain exceptions; (iii) agreement to not enter into any financings for 60 days from
closing; and (iv) indemnification for breach of contract.
This is a best efforts offering, with no minimum
amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans,
including our near-term business plans.
The placement agent has agreed to use its reasonable
best efforts to solicit offers to purchase the securities in this offering. The placement agent has no obligation to buy any of the securities
from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum
number of securities that must be sold as a condition to completion of this offering. Because there is no minimum offering amount required
as a condition to the closing of this offering, the actual offering amount, placement agent fees and proceeds to us are not presently
determinable and may be substantially less than the maximum amounts set forth above. We may sell fewer than all of the securities offered
hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund
in the event that we do not sell an amount of securities sufficient to support our continued operations, including our near-term continued
operations. Thus, we may not raise the amount of capital we believe is required for our operations in the short-term and may need to
raise additional funds, which may not be available or available on terms acceptable to us.
Because there is no minimum required for the
offering to close, investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient
to pursue the business goals outlined in this prospectus.
We have not specified a
minimum offering amount nor have or will we establish an escrow account in connection with this offering. Because there is no escrow
account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to
fulfill our objectives due to a lack of interest in this offering. Further, because there is no escrow account in operation and no minimum
investment amount, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty
about whether we would be able to use such funds to effectively implement our business plan. Investor funds will not be returned under
any circumstances whether during or after the offering.
11
There can be no assurance
that we will be able to comply with the continued listing standards of Nasdaq, a failure of which could result in a delisting of our
common stock and certain warrants.
Nasdaq requires that the trading price of listed
stock remain above $1 in order for the stock to remain listed. If a listed stock trades below $1 for more than 30 consecutive trading
days, then it is subject to delisting from the Nasdaq. In addition, to maintain a listing on Nasdaq, we must satisfy minimum financial
and other continued listing standards, including those regarding minimum stockholders’ equity, minimum publicly available shares,
director independence and independent committee requirements and other corporate governance requirements. As of the close of business
on June 24, 2025, we believe we are currently in compliance with Nasdaq’s listing standards, but have not received written confirmation
that we regained compliance from Nasdaq. If we are unable to satisfy these standards, we could be subject to delisting, which would
have a negative effect on the price of our common stock, impair your ability to sell or purchase our common stock or warrants when you
wish to do so, and potentially cause you to lose the value of your investment in us. In the event of a delisting, we would expect to
take actions to restore our compliance with the listing standards, but we can provide no assurance that any action we take to restore
our compliance would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common
stock, prevent our common stock from dropping below the minimum bid price requirement, or prevent future noncompliance with the listing
requirements.
If the Company is delisted from Nasdaq, its common
stock may be eligible for trading on an over-the-counter market. If the Company is not able to obtain a listing on another stock exchange
or quotation service for its common stock, it may be extremely difficult or impossible for stockholders to sell their shares of common
stock. Moreover, if the Company is delisted from Nasdaq, but obtains a substitute listing for its common stock, it will likely be on
a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq. Stockholders may
not be able to sell their shares of common stock on any such substitute market in the quantities, at the times, or at the prices that
could potentially be available on a more liquid trading market. As a result of these factors, if the Company’s common stock is
delisted from Nasdaq, the value and liquidity of the Company’s common stock would likely be significantly adversely affected. A
delisting of the Company’s common stock from Nasdaq could also adversely affect the Company’s ability to obtain financing
for its operations and/or result in a loss of confidence by investors, employees and/or business partners.
We
received a deficiency letter from Nasdaq notifying us that we were not in compliance with its listing standards. If we are unable to
regain compliance with Nasdaq’s listing standards, our securities will be delisted, which would negatively impact our common stock’s
market price and liquidity and reduce our ability to raise capital.
On
April 7, 2025, we received a deficiency letter from Nasdaq notifying us that, because the bid price of our common stock closed below
$1 per share for 30 consecutive business days, we were no longer in compliance with the Bid Price Rule. We completed a 1-for-6 reverse
stock split on June 10, 2025, and as of the close of business on June 24, 2025, we believe we have regained compliance with the Bid Price
Rule because we have maintained a minimum bid price of at least $1 per share for 10 consecutive business days, but we have not received
written confirmation that we regained compliance from Nasdaq.
We
cannot assure you that we will be able to regain compliance with the Bid Price Rule and maintain compliance with Nasdaq’s other
continued listing standards. Accordingly, our common stock and certain warrants could be delisted from Nasdaq. We and holders of our
securities could be materially adversely impacted if our securities are delisted from Nasdaq. In particular:
●
we
may be unable to raise equity capital on acceptable terms or at all;
●
we
may lose the confidence of our business partners, which would jeopardize our ability to continue our business as currently conducted;
●
the
price of our common stock will likely decrease as a result of the loss of market efficiencies associated with Nasdaq and the loss
of federal preemption of state securities laws;
●
holders
may be unable to sell or purchase our securities when they wish to do so;
●
we
may become subject to stockholder litigation;
●
we
may lose the interest of institutional investors in our common stock;
●
we
may lose media and analyst coverage;
●
our
common stock could be considered a “penny stock,” which would likely limit the level of trading activity in the secondary
market for our common stock; and
●
we
would likely lose any active trading market for our common stock, as it may only be traded on one of the over-the-counter markets,
if at all.
We
cannot assure you that the reverse stock split will increase the price of our common stock.
On
June 10, 2025, we effected a 1-for-6 reverse stock split of our outstanding common stock. Unless otherwise noted, the share and per share
information in this prospectus reflects the effect of the reverse stock split. We expect that the reverse stock split will increase the
market price of our common stock. However, the effect of the reverse stock split on the market price of our common stock cannot be predicted
with any certainty, and the history of reverse stock splits for other companies of similar size to us is varied, particularly because
investors may view a reverse stock split negatively. We have effected reverse stock splits in the past; however, the price of our common
stock did not remain at the elevated price for an extended period of time following the reverse stock split. It is possible that the
per share price of our common stock after the reverse stock split will not increase in the same proportion as the reduction in the number
of outstanding shares of common stock following the reverse stock split, and the reverse stock split may not result in a per share price
that would attract investors who do not trade in lower-priced securities. In addition, we cannot assure you that our common stock will
be more attractive to investors. The market price of our common stock may decrease due to factors unrelated to the reverse stock split,
including our future performance, similar to the prior reverse stock split by the Company. If the trading price of our common stock declines,
the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would have
occur in the absence of the reverse stock split.
We do not intend to
pay cash dividends on our shares of common stock so any returns will be limited to the value of our shares.
We currently anticipate
that we will retain future earnings, if any, for the development, operation and expansion of our business and do not anticipate declaring
or paying any cash dividends for the foreseeable future. Any return to stockholders will therefore be limited to the increase, if any,
of our share price.
The right of our President
and Chief Executive Officer and Chief Financial Officer to participate in future financings of ours could impair our ability to raise
capital.
Jeffrey Frelick, our President and Chief Executive
Officer, and Deina Walsh, our Chief Financial Officer, hold contractual preemptive rights which allow them to participate, at their option,
in all future financings up to an amount necessary to maintain their percentage interest in our common stock. The existence of such preemptive
rights, or the exercise of such rights, may deter potential investors from providing us needed financing, or may deter investment banks
from working with us. This may have a material adverse effect on our ability to raise capital which, in turn, could have a material adverse
effect on our business prospects.
If our shares of common stock become subject
to the penny stock rules, it would become more difficult to trade our shares.
The SEC has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00,
other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation
systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange
or system. If we do not retain a listing on Nasdaq and if the price of our common stock is less than $5.00, our common stock will be
deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules
require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special
written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment
of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and
dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in
the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.
12
Risks
Related to our Intellectual Property
We
rely on patents and patent applications and various regulatory exclusivities to protect some of our product candidates, and our ability
to compete may be limited or eliminated if we are not able to protect our products.
The
patent positions of medical device companies are uncertain and involve complex legal and factual questions. We plan to file a patent
application with the USPTO regarding proprietary compositions of rhNELL-1 polypeptide for treating bone conditions. There can be no assurance
that the USPTO will approve our patent application. If our patent application is not approved by the USPTO, we may not be able to protect
our product candidates.
We
may incur significant expenses in protecting our intellectual property and defending or assessing claims with respect to intellectual
property owned by others. Any patent or other infringement litigation by or against us could cause us to incur significant expenses and
divert the attention of our management.
Others
may file patent applications or obtain patents on similar technologies that compete with our products. We cannot predict how broad the
claims in any such patents or applications will be and whether they will be allowed. Once claims have been issued, we cannot predict
how they will be construed or enforced. We may infringe upon intellectual property rights of others without being aware of it. If another
party claims we are infringing their technology, we could have to defend an expensive and time consuming lawsuit, pay a large sum if
we are found to be infringing, or be prohibited from selling or licensing our products unless we obtain a license or redesign our products,
which may not be possible.
We
also rely on trade secrets and proprietary know-how to develop and maintain our competitive position. Some of our current or former employees,
consultants, scientific advisors, contractors, current or prospective corporate collaborators, may unintentionally or willfully disclose
our confidential information to competitors or use our proprietary technology for their own benefits. Furthermore, enforcing a claim
alleging the infringement of our trade secrets would be expensive and difficult to prove, making the outcome uncertain. Our competitors
may also independently develop similar knowledge, methods, and know-how or gain access to our proprietary information through some other
means.
Risks Relating to Our
Financial Position and Capital Needs
Our limited operating
history makes it difficult to evaluate our current business and future prospects.
We have a limited operating
history, and there is a risk that we will be unable to continue as a going concern. We have minimal assets and no significant financial
resources. Our limited operating history makes it difficult to evaluate our current business model and future prospects. Accordingly,
you should consider our prospects in light of the costs, uncertainties, delays and difficulties frequently encountered by companies in
the early stages of development. Potential investors should carefully consider the risks and uncertainties that a company with a limited
operating history will face. In particular, potential investors should consider that there is a significant risk that we will not be
able to, among other things:
●
implement or execute our current business plan, which may or may not
be sound;
●
maintain our anticipated management and advisory team;
●
raise sufficient funds in the capital markets to effectuate our business
plan; and
●
utilize the funds that we do have and/or raise in the future to efficiently
execute our business strategy.
If we cannot execute any
one of the foregoing or similar matters relating to our business, the business may fail, in which case you would lose the entire amount
of your investment in us.
Our long-term capital
requirements are subject to numerous risks.
We anticipate that we will
need to raise substantial additional funds to achieve FDA approval, if possible, for a spine interbody fusion indication, including costs
related to a pivotal clinical trial prior to marketing our first product. Our long-term capital requirements will depend on many factors,
including, among others:
●
the number of potential formulations, products and technologies in
development;
●
continued progress and cost of our research and development programs;
●
progress with pre-clinical studies and clinical trials;
●
time and costs involved in obtaining regulatory (including FDA) clearance;
●
costs involved in preparing, filing, prosecuting, maintaining and enforcing
patent claims;
●
costs of developing sales, marketing and distribution channels and
our ability to sell our formulations or products;
●
costs involved in establishing manufacturing capabilities for commercial
quantities of our products;
●
competing technological and market developments;
●
market acceptance of our device formulations or products;
●
costs for recruiting and retaining employees and consultants;
●
costs for training physicians;
●
legal, accounting and other professional costs; and
●
the effect of the novel coronavirus will have on our product development,
clinical trials, and availability, cost, and type of financing.
In addition, due to the
numerous risks and uncertainties associated with product development, including that our product candidates may not advance through development
or achieve the endpoints of applicable clinical trials, we are unable to predict the timing or amount of expenses, or when or if we will
generate revenue and ultimately be able to achieve or maintain profitability. We may consume available resources more rapidly than currently
anticipated, resulting in the need for additional funding. We may seek to raise any necessary additional funds through equity or debt
financings, collaborative arrangements with corporate partners or other sources, which may be dilutive to existing stockholders or otherwise
have a material effect on our current or future business prospects. If adequate funds are not available, we may be required to significantly
reduce or refocus our development and commercialization efforts with regard to our delivery technologies and our proposed formulations
and products.
13
We have incurred losses
since inception and we expect our operating expenses to increase in the foreseeable future, which may make it more difficult for us to
achieve and maintain profitability.
We have no significant operating
history and since inception to March 31, 2025 have incurred accumulated losses of approximately $86.0 million. We will
continue to incur significant expenses for development activities for our lead product candidate NELL-1/DBM.
We will continue to attempt
to raise additional capital through debt and/or equity financing to provide additional working capital and fund future operations. However,
there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet our needs. If cash
resources are insufficient to satisfy our on-going cash requirements, we will be required to scale back or discontinue our product development
programs, or obtain funds if available (although there can be no certainties) through strategic alliances that may require us to relinquish
rights to our technology, or substantially reduce or discontinue our operations entirely. No assurance can be given that any future financing
will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing,
it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders,
in the case of equity financing. As a result, we can provide no assurance as to whether or if we will ever be profitable. If we are not
able to achieve and maintain profitability, the value of our company and our common stock could decline significantly.
We face a number of
risks associated with the incurrence of substantial debt which could adversely affect our financial condition.
If we incur a substantial
amount of debt, we may be required to use a significant portion of any cash flow to pay principal and interest on the debt, which will
reduce the amount available to fund working capital, capital expenditures, and other general purposes. Any indebtedness may negatively
impact our ability to operate our business and limit our ability to borrow additional funds by increasing our borrowing costs, and impact
the terms, conditions, and restrictions contained in possible future debt agreements, including the addition of more restrictive covenants;
impact our flexibility in planning for and reacting to changes in our business as covenants and restrictions contained in possible future
debt arrangements may require that we meet certain financial tests and place restrictions on the incurrence of additional indebtedness
and place us at a disadvantage compared to similar companies in our industry that have less debt.
USE OF PROCEEDS
We estimate that the net proceeds from this offering
if 100% of the securities in this offering are sold will be approximately $4.3 million after deducting estimated placement agent
fees and estimated offering expenses payable by us and assuming no sale of any pre-funded warrants and no exercise of the warrants. However,
because this is a best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, the actual
offering amount, the placement agent’s fees and net proceeds to us are not presently determinable and may be substantially less
than the maximum amounts set forth on the cover page of this prospectus, and we may not sell all or any of the securities we are offering.
As a result, we may receive significantly less in net proceeds.
We intend to use the net proceeds from this offering
in the following order of priority: to fund clinical trials, maintain and extend our patent portfolio, and for working capital and other
general corporate purposes. The actual allocation of proceeds realized from this offering will depend upon how many securities are sold
in this best efforts offering and upon our cash position and working capital requirements. Therefore, as of the date of this prospectus,
we cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering.
Accordingly, we will have discretion in the application of the net proceeds, and investors will be relying on our judgment regarding
the application of the proceeds of this offering. Pending our use of the net proceeds from this offering, we intend to invest the net
proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S.
government securities.
14
CAPITALIZATION
The following table sets forth our capitalization
as of March 31, 2025 as follows:
●
on an actual basis;
●
on an as adjusted
basis to reflect the issuance and sale by us of 846,023 shares of common stock and accompanying warrants in this offering
at an assumed public offering price of $5.91 per share and accompanying warrants (the last reported sale price of our common
stock on Nasdaq on June 20, 2025) and after deducting placement agent fees and estimated offering expenses payable by us,
and assuming no sale of any pre-funded warrants in this offering, no exercise of warrants being offered in this offering, that no
value is attributed to such warrants and that such warrants are classified as and accounted for as equity.
The information below is illustrative only. Our capitalization
following the closing of this offering will change based on how many securities are sold in the offering, the actual public offering
price and other terms of this offering determined at pricing. You should read this table in conjunction with “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included
in the Form 10-K for the year ended December 31, 2024 and subsequent quarterly and annual reports, which are incorporated by
reference in this prospectus.
As
of March 31, 2025
Actual
(unaudited)
Unaudited, as Adjusted
Cash
$
2,746,555
$
6,999,441
Total Liabilities
251,158
251,158
Stockholders’ Equity
Preferred Stock, $0.001 par value per share;
20,000,000 shares authorized; none issued or outstanding at March 31, 2025
—
—
Common
stock, $0.001 par value per share; 100,000,000 shares authorized; 545,260 shares issued and outstanding at March 31, 2025;
and 1,391,283 shares issued and outstanding on an as adjusted basis
545
1,391
Additional paid in capital
88,948,827
93,200,867
Accumulated Deficit
(86,038,470
)
(86,038,470
)
Total stockholders’ equity
2,910,902
7,163,788
Total capitalization
$
3,162,060
$
7,414,946
The number of shares of our common stock outstanding
set forth in the table above excludes, as of March 31, 2025:
●
45,902 shares of common
stock issuable upon exercise of stock options outstanding;
●
309,016 shares of common
stock issuable upon exercise of outstanding common stock warrants;
●
59,180 shares of common
stock reserved for future grants pursuant to our 2015 Equity Incentive Plan;
●
1,692,046
shares of our common stock issuable upon the exercise of the warrants to be issued in this offering; and
●
50,761
shares of our common stock issuable upon the exercise of the placement agent warrants to be issued in this offering.
15
DILUTION
If you invest in our securities in this offering,
your ownership interest will be immediately diluted to the extent of the difference between the combined public offering price per share
and accompanying warrants and the as adjusted net tangible book value per share of our common stock immediately after this
offering.
As of March 31, 2025, we had a historical
net tangible book value of $2,910,902, or $5.34 per share of common stock, based on 545,260 shares of common stock
outstanding at March 31, 2025. Our historical net tangible book value per share is the amount of our total tangible assets less
our total liabilities at March 31, 2025, divided by 545,260 shares of common stock.
The information discussed below is illustrative only
and will be adjusted based on the actual public offering price, the actual number of securities sold in this offering and other terms
of this offering determined at pricing. You should read this table in conjunction with “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and the financial statements and related notes in the Form 10-K for the year
ended December 31, 2024 and subsequent quarterly and annual reports, which are incorporated by reference in this prospectus.
After giving effect to the sale of 846,023
shares of common stock and accompanying warrants in this offering at an assumed public offering price of $5.91, which was the
last reported sale price of our common stock on Nasdaq on June 20, 2025, and after deducting placement agent fees and estimated
offering expenses payable by us, and assuming no sale of any pre-funded warrants in this offering, no exercise of the warrants being
offered in this offering, that no value is attributed to such warrants and that such warrants are classified as and accounted for as
equity, our as adjusted net tangible book value as of March 31, 2025 would have been approximately 7,163,788 or approximately
$5.15 per share of common stock. This amount represents an immediate decrease in the net tangible book value after this offering
of $0.19 per share to our existing stockholders and an immediate dilution of $0.76 per share to investors participating
in this offering. We determine dilution per share to investors participating in this offering by subtracting the as adjusted net tangible
book value per share after giving effect to this offering from the assumed public offering price per share and accompanying warrants
paid by investors participating in this offering. The following table illustrates this dilution:
Assumed public offering price per share and accompanying warrants
$
5.91
Historical net tangible book value per share as of March 31, 2025
$
5.34
Decrease in net tangible book value per share attributable to new investors
$
(0.19
)
As adjusted net tangible book value per share after
this offering
5.15
Immediate dilution in net tangible book value per share to new investors
$
0.76
Each $0.25 increase (decrease) in the assumed public
offering price of $5.91 per share and accompanying warrants would increase (decrease) the as adjusted net tangible book value
per share after this offering by approximately $0.14 per share and the dilution to new investors purchasing securities in this
offering by $0.11 per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains
the same, and after deducting placement agent fees and estimated offering expenses payable by us.
We may also increase or decrease the number of
shares we are offering. A 100,000 share increase in the number of shares offered by us, as set forth on the cover page of this
prospectus, would increase the as adjusted net tangible book value per share by approximately $0.02 and decrease the dilution
per share to new investors participating in this offering by approximately $0.02, based on an assumed public offering price of
$5.91 per share and accompanying warrants, which was the last reported sale price of our common stock on Nasdaq on June 20,
2025, remaining the same and after deducting placement agent fees and estimated offering expenses payable by us. Similarly, a 100,000
share decrease in the number of shares offered by us, as set forth on the cover page of this prospectus, would decrease the as adjusted
net tangible book value per share by approximately $0.02 and increase the dilution per share to new investors participating in
this offering by approximately $0.02, based on an assumed public offering price of $5.91 per share, remaining the same
and after deducting placement agent fees and estimated offering expenses payable by us.
In addition, we may choose to raise additional capital
due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating
plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these
securities could result in further dilution to our stockholders.
The number of shares of our common stock outstanding
set forth in the table above excludes, as of March 31, 2025:
●
45,902 shares of common
stock issuable upon exercise of stock options outstanding;
●
309,016 shares of common
stock issuable upon exercise of outstanding common stock warrants;
●
59,013 shares of common
stock reserved for future grants pursuant to our 2015 Equity Incentive Plan;
●
1,692,046
shares of our common stock issuable upon the exercise of the warrants to be issued in this offering; and
●
50,761
shares of our common stock issuable upon the exercise of the placement agent warrants to be issued in this offering.
16
DESCRIPTION OF SECURITIES
The following description of our capital stock
and provisions of our Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”), and
Amended and Restated Bylaws, as amended (“Bylaws”), is only a summary. You should also refer to our Certificate of Incorporation,
a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part, and our Bylaws, a copy of which
is filed as an exhibit to the registration statement of which this prospectus is a part.
General
Our Certificate of Incorporation authorizes the
issuance of up to 100,000,000 shares of common stock, par value $0.001 per share, and up to 20,000,000 shares of preferred stock, par
value $0.001 per share. As of June 20, 2025, there were 22 shareholders of record of our common stock. The actual number of holders
of our common stock is greater than this number of record holders, and includes shareholders who are beneficial owners, but whose shares
are held in street name by brokers or held by other nominees. This number of holders of record also does not include shareholders whose
shares may be held in trust by other entities.
On June 10, 2025, we effected a reverse stock
split of our common stock at a ratio of 1-for-6. Unless otherwise noted, the share and per share information in this prospectus reflects
the effect of the reverse stock split. However, our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February
26, 2025, and all other documents incorporated by reference into this prospectus that were filed prior to June 10, 2025, do not give
effect to reverse stock split.
Common Stock
Each holder of common stock is entitled to one vote
for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors
by our stockholders will be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. All other
actions by stockholders will be approved by the majority of the votes cast affirmatively or negatively (excluding abstentions and broker
non-votes) except as otherwise required by law.
Holders of common stock are entitled to receive proportionately
any dividends that may be declared by our Board of Directors, subject to any preferential dividend rights of any series of preferred
stock that we may designate and issue. In the event of our liquidation or dissolution, the holders of common stock are entitled to receive
proportionately our net assets available for distribution to stockholders after the payment of all debts and other liabilities and subject
to the preferential rights of any outstanding preferred stock.
Holders of our common stock have no preemptive, subscription,
redemption, or conversion rights. The rights, preferences, and privileges of holders of common stock are subject to and may be adversely
affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue.
Preferred Stock
Under our Certificate of Incorporation, our Board
of Directors has the authority, without further action by stockholders, to designate one or more series of preferred stock and to fix
the voting powers, designations, preferences, limitations, restrictions, and relative rights granted to or imposed upon the preferred
stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference, and sinking
fund terms, any or all of which may be preferential to or greater than the rights of the common stock.
The authority possessed by our Board of Directors
to issue preferred stock could potentially be used to discourage attempts by third parties to obtain control of our company through a
merger, tender offer, proxy contest, or otherwise by making such attempts more difficult or more costly. Our Board of Directors may issue
preferred stock with voting rights, conversion rights, and other rights that, if exercised, could adversely affect the voting power of
the holders of common stock.
Warrants
The following summary of certain terms and provisions
of the Series D Warrants and Series E Warrants that are being offered hereby is not complete and is subject to, and qualified
in its entirety by, the provisions of warrants, the forms of which are filed as exhibits to the registration statement of which this
prospectus forms a part. Prospective investors should carefully review the terms and provisions of the forms of warrant for a complete
description of the terms and conditions of the warrants.
Duration and Exercise Price. The Series
D Warrants will have an exercise price of $5.91 per share (100% of the combined public offering price per share of common stock
and accompanying warrants) and will be exercisable beginning on the effective date of the Warrant Stockholder Approval, provided however,
if the Pricing Conditions are met, the Series D warrants will be exercisable upon issuance (the “Initial Exercise Date”).
The Series D Warrants will expire on the five-year anniversary of the Initial Exercise Date. The Series E warrants will have an exercise
price of $5.91 per share (100% of the combined public offering price per share of common stock and accompanying warrants) and
will be exercisable beginning on the Initial Exercise Date. The Series E Warrants will expire on the 18-month anniversary of the Initial
Exercise Date. The exercise price and number of shares of common stock issuable upon exercise of the warrants is subject to appropriate
adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise
price. The warrants will be issued separately from the common stock and pre-funded warrants and may be transferred separately immediately
thereafter. The warrants will be issued in certificated form only.
17
Exercise Limitation. The warrants will be
exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment
in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed
below). A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder
would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior
notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s
warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such
percentage ownership is determined in accordance with the terms of the warrants..
Cashless Exercise. If, at the time a holder
exercises its warrants, a registration statement registering the issuance or resale of the shares of common stock underlying the warrants
under the Securities Act of 1933, as amended (the “Securities Act”), is not then effective or available for the issuance
of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the
aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares
of common stock determined according to a formula set forth in the warrant.
Fractional Shares. No fractional shares of
common stock will be issued upon the exercise of the warrants. Rather, the number of shares of common stock to be issued will, at our
election, either be rounded up to the next whole share or we will pay a cash adjustment in respect of such final fraction in an amount
equal to such fraction multiplied by the exercise price.
Transferability. Subject to applicable laws,
a warrant may be transferred at the option of the holder upon surrender of the warrant to us together with the appropriate instruments
of transfer.
Trading Market. There is no established trading
market for the warrants, and we do not expect such a market to develop. We do not intend to apply to list the warrants on any securities
exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the warrants will be extremely
limited.
Fundamental Transactions.
In the event of a fundamental transaction, as described in the warrants and generally including any reorganization, recapitalization
or reclassification of our shares of common stock, the sale, transfer or other disposition of all or substantially all of our properties
or assets, our consolidation or merger with or into another person, the acquisition of 50% or more of the voting power represented by
our outstanding shares of capital stock, any person or group becoming the beneficial owner of 50% or more of the voting power represented
by our outstanding shares of capital stock, any merger with or into another entity or a tender offer or exchange offer approved by more
than 50% of the voting power represented by our outstanding shares of capital, then upon any subsequent exercise of a warrant, the holder
will have the right to receive as alternative consideration, for each share of our common stock that would have been issuable upon such
exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of common stock of the successor or
acquiring corporation or of our company, if it is the surviving corporation, and any additional consideration receivable upon or as a
result of such transaction by a holder of the number of shares of our common stock for which the warrant is exercisable immediately prior
to such event. Notwithstanding the foregoing, in the event of a fundamental transaction, the holders of the warrants have the right to
require us or a successor entity to redeem the warrants for cash in the amount of the Black-Scholes Value (as defined in each warrant)
of the unexercised portion of the warrants concurrently with or within 30 days following the consummation of a fundamental transaction.
However, in the event of a fundamental transaction which is not in our control, including a fundamental transaction not approved by our
Board, the holders of the warrants will only be entitled to receive from us or our successor entity, as of the date of consummation of
such fundamental transaction the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised
portion of the warrant that is being offered and paid to the holders of our common stock in connection with the fundamental transaction,
whether that consideration is in the form of cash, stock or any combination of cash and stock, or whether the holders of our common stock
are given the choice to receive alternative forms of consideration in connection with the fundamental transaction.
Right as a Stockholder. Except as otherwise
provided in the warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the warrants do
not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their warrants.
Pre-Funded Warrants
The following summary
of certain terms and provisions of the pre-funded warrants that are being offered hereby is not complete and is subject to, and qualified
in its entirety by, the provisions of the pre-funded warrant, the form of which will be filed as an exhibit to the registration statement
of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of pre-funded
warrant for a complete description of the terms and conditions of the pre-funded warrants.
Duration and Exercise
Price. Each pre-funded warrant offered hereby will have an initial exercise price per share of common stock equal to $0.001. The
pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised
in full. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event
of share dividends, share splits, reorganizations or similar events affecting our shares of common stock and the exercise price.
18
Exercise Limitation.
The pre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed
exercise notice accompanied by payment in full for the number of shares of common stock purchased upon such exercise (except in the case
of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the pre-funded warrant
to the extent that the holder would own more than 4.99% of the outstanding shares of common stock immediately after exercise, except
that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding
shares after exercising the holder’s pre-funded warrants up to 9.99% of the number of our shares of common stock outstanding immediately
after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants.
Purchasers of pre-funded warrants in this offering may also elect prior to the issuance of the pre-funded warrants to have the initial
exercise limitation set at 9.99% of our outstanding shares of common stock.
Cashless Exercise. In
lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price,
the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of common stock determined
according to a formula set forth in the pre-funded warrants.
Fractional Shares. No
fractional shares of common stock will be issued upon the exercise of the pre-funded warrants. Rather, at the Company’s election,
the number of shares of common stock to be issued will be rounded up to the next whole share or the Company will pay a cash adjustment
in an amount equal to such fraction multiplied by the exercise price.
Transferability. Subject
to applicable laws, a pre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded warrants to
us together with the appropriate instruments of transfer.
Trading Market. There
is no established trading market for the pre-funded warrants, and we do not expect such a market to develop. We do not intend to apply
to list the pre-funded warrants on any securities exchange or other nationally recognized trading system. Without an active trading market,
the liquidity of the pre-funded warrants will be extremely limited.
Fundamental Transaction.
In the event of a fundamental transaction, as described in the pre-funded warrants and generally including any reorganization, recapitalization
or reclassification of our shares of common stock, the sale, transfer or other disposition of all or substantially all of our properties
or assets, our consolidation or merger with or into another person, the acquisition of 50% or more of the voting power represented by
our outstanding shares of capital stock, any person or group becoming the beneficial owner of 50% or more of the voting power represented
by our outstanding shares of capital stock, any merger with or into another entity or a tender offer or exchange offer approved by more
than 50% of the voting power represented by our outstanding shares of capital, then upon any subsequent exercise of a pre-funded warrant,
the holder will have the right to receive as alternative consideration, for each share of our common stock that would have been issuable
upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of common stock of the successor
or acquiring corporation or of our company, if it is the surviving corporation, and any additional consideration receivable upon or as
a result of such transaction by a holder of the number of shares of our common stock for which the pre-funded warrant is exercisable
immediately prior to such event.
Right as a Stockholder.
Except as otherwise provided in the pre-funded warrants or by virtue of such holder’s ownership of shares of common stock,
the holders of the pre-funded warrants do not have the rights or privileges of holders of our shares of common stock, including any voting
rights, until they exercise their pre-funded warrants. The pre-funded warrants will provide that the holders of the pre-funded warrants
have the right to participate in distributions or dividends paid on our shares of common stock.
Placement Agent Warrants
We have also agreed to issue to the placement agent
or its designees as compensation in connection with this offering, the placement agent warrants to purchase up to 50,761 shares
of common stock at an assumed exercise price of $7.39 per share (representing 125% of the offering price per share and
accompanying warrants). The placement agent warrants will expire five years from the commencement of sales in this offering. Except as
provided above, the placement agent warrants will have substantially the same terms as the warrants described herein. See “Plan
of Distribution–Placement Agent Warrants.”
Anti-Takeover Effects of Our Certificate of Incorporation
and Bylaws
Certain provisions of our Certificate of Incorporation
and Bylaws contain provisions that could have the effect of delaying or discouraging another party from acquiring control of us. These
provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover
bids.
Our Certificate of Incorporation and Bylaws include
provisions that:
●
authorize our Board of Directors to issue, without further action by
the stockholders, up to 20,000,000 shares of preferred stock in one or more series designated by the Board of Directors;
●
specify that meetings of our stockholders can be called only by our
Board of Directors, or any officer instructed by the director to call the meeting; and
●
provide that vacancies on our Board of Directors may be filled only
by the vote of a majority of the remaining directors even though less than a quorum.
19
Our Bylaws also provide that stockholders seeking
to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting
of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice must be delivered
to the secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than
the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided,
however, that in the event the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date,
or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than
the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later
of the 90th day prior to such annual meeting or the 10th day following the day on which a public announcement of
the date of such meeting is first made by us. These provisions may preclude our stockholders from bringing matters before our annual
meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.
Delaware Anti-Takeover Statute
We are subject to the provisions of Section 203 of
the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation
such as Bone Biologics Corporation from engaging in a “business combination” with an “interested stockholder”
for a period of three years following the date the person became an interested stockholder unless:
●
prior to the date of the transaction, the Board of Directors of the
corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested
stockholder;
●
upon completion of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding
at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not for determining
the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers
of the corporation and (2) shares owned by employee stock plans in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
●
at or subsequent to the date of the transaction, the business combination
is approved by the Board of Directors of the corporation and authorized at an annual or special meeting of stockholders, and not
by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested
stockholder.
In this context, a “business combination”
includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An “interested
stockholder” is a person who, together with affiliates and associates, owns or, within three years prior to the determination of
interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this
provision to have an anti-takeover effect with respect to transactions our Board of Directors does not approve in advance. We also anticipate
that Section 203 may discourage business combinations or other attempts that might result in a premium over the market price for the
shares of common stock held by our stockholders.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock
is Equiniti Trust Company, LLC.
Stock Market Listing
Our common stock is listed on Nasdaq under the symbol
“BBLG.”
20
PLAN
OF DISTRIBUTION
Pursuant to an engagement
agreement, dated March 11, 2025 we have engaged H.C. Wainwright & Co., LLC, the placement agent, to act as our exclusive
placement agent to solicit offers to purchase the securities offered pursuant to this prospectus on a best efforts basis. The engagement
agreement does not give rise to any commitment by the placement agent to purchase any of our securities, and the placement agent will
have no authority to bind us by virtue of the engagement agreement. The placement agent is not purchasing or selling any of the securities
offered by us under this prospectus, nor is it required to arrange for the purchase or sale of any specific number or dollar amount of
securities. This is a best efforts offering and there is no minimum offering amount required as a condition to the closing of this offering.
The placement agent has agreed to use reasonable best efforts to arrange for the sale of the securities by us. Therefore, we may not
sell all of the shares of common stock, pre-funded warrants and warrants being offered. The terms of this offering are subject to market
conditions and negotiations between us, the placement agent and prospective investors. The placement agent does not guarantee that it
will be able to raise new capital in any prospective offering. The placement agent may engage sub-agents or selected dealers to assist
with the offering.
Investors purchasing securities
offered hereby will have the option to execute a securities purchase agreement with us. In addition to rights and remedies available
to all purchasers in this offering under federal securities and state law, the purchasers which enter into a securities purchase agreement
will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those
investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement including: (i) timely
delivery of shares; (ii) agreement to not enter into variable rate financings for one year from closing, subject to certain exceptions;
(iii) agreement to not enter into any financings for 60 days from closing; and (iv) indemnification for breach of contract. The
nature of the representations, warranties and covenants in the securities purchase agreements shall include:
●
standard issuer representations and warranties on matters such as organization,
qualification, authorization, no conflict, no governmental filings required, current in SEC filings, no litigation, labor or other
compliance issues, environmental, intellectual property and title matters and compliance with various laws such as the Foreign Corrupt
Practices Act; and
●
covenants regarding matters such as registration of warrant shares,
no integration with other offerings, no stockholder rights plans, no material nonpublic information, use of proceeds, indemnification
of purchasers, reservation and listing of shares of common stock, and no subsequent equity sales for 60 days.
We will deliver the securities
being issued to the investors upon receipt of investor funds for the purchase of the securities offered pursuant to this prospectus.
We expect to deliver the securities being offered pursuant to this prospectus on or about July 24, 2025. There is no minimum number
of securities or amount of proceeds that is a condition to closing of this offering.
Fees and Expenses
We have agreed to pay
the placement agent a total cash fee equal to 7.0% of the aggregate gross proceeds raised in the offering. We have also agreed
to pay the placement agent a management fee of 1.0% of the aggregate gross proceeds raised in this offering and to reimburse the
placement agent a nonaccountable expense allowance of $35,000, its legal fees and expenses in an amount up to $100,000
and its clearing expense in an amount up to $15,950 in connection with this offering. We estimate the total offering expenses
of this offering that will be payable by us, excluding the placement agent fees and expenses, will be approximately $196,160.
The following table shows
the public offering price, placement agent fees and proceeds, before expenses, to us, in this offering.
Per Share and Accompanying
Warrants
Per Pre-
Funded
Warrant and
Accompanying
Warrants
Total
Public offering price
$
$
$
Placement Agent fees
$
$
$
Proceeds to us (before expenses)
$
$
$
Placement Agent Warrants
In addition, we have agreed
to issue to the placement agent or its designees warrants, or the placement agent warrants, to purchase up to 6.0% of the aggregate
number of shares of common stock sold in this offering (including shares underlying any pre-funded warrants), at an exercise price equal
to 125% of the public offering price per share and accompanying warrants to be sold in this offering. The placement agent warrants
will be exercisable upon issuance and will expire five years from the commencement of sales under this offering.
If at the time of exercise
there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of warrant
shares by the holders of the placement agent warrants, then the placement agent warrants may be exercised, in whole or in part, at such
time by means of a “cashless exercise” in which the holders shall be entitled to receive a number of warrant shares as calculated
in the placement agent warrants.
The placement agent warrants
provide for customary anti-dilution provisions (for share dividends, splits and recapitalizations and the like) consistent with FINRA
Rule 5110.
Tail
In the event that any investors
that contacted by the placement agent during the term of our engagement agreement with the placement agent provide any capital to us
in a public or private offering or capital-raising transaction within twelve (12) months following the termination or expiration
of our engagement agreement with the placement agent, we shall pay the placement agent the cash and warrant compensation provided above
on the gross proceeds from such investors. The placement agent will only be entitled to such fee to the extent that the parties are directly
introduced to us by the placement agent, in accordance with FINRA Rule 2010.
21
Right of First Refusal
From the date of the engagement
agreement until the 12-month anniversary following consummation of each offering of our securities during the term of the engagement
agreement, subject to compliance with FINRA Rule 5110 (g)(6)(A), if we or any of our subsidiaries (a) engage in certain transactions,
including but not limited to, disposition or acquisition of outstanding securities, tender offers, mergers, consolidations or other business
combinations as set forth in the engagement letter, the placement agent (or any affiliate designated by the placement agent) shall have
the right to act as the Company’s exclusive financial advisor for any such transaction, (b) decides to finance or refinance any
indebtedness, the placement agent (or any affiliates designed by the placement agent), shall have the right to act as sole book-runner,
sole manager, sole placement agent or sole agent with respect to such financing or refinancing or (c) decides to raise funds by means
of a public offering (excluding an at-the-market facility) or a private placement or any other capital-raising financing of equity, equity-linked
or debt securities, the placement agent (or any affiliate designated by the placement agent) shall have the right to act as sole book-running
manager, sole underwriter or sole placement agent for such financing.
Lock-Up Agreements
Our officers and directors
have agreed with the placement agent to be subject to a lock-up period of 60 days following the closing of this offering. This
means that, during the applicable lock-up period, such persons may not offer for sale, contract to sell, sell, distribute, grant any
option, right or warrant to purchase, pledge, hypothecate or otherwise dispose of, directly or indirectly, any shares of our common stock
or any securities convertible into, or exercisable or exchangeable for, shares of our common stock. Certain limited transfers are permitted
during the lock-up period if the transferee agrees to these lock-up restrictions. We have also agreed to similar lock-up restrictions
on the issuance and sale of our securities for 60 days following the closing of this offering, subject to certain exceptions.
The placement agent may, in its sole discretion and without notice, waive the terms of any of these lock-up agreements.
In addition, subject to
certain exceptions, we have agreed to not issue any securities that are subject to a price reset based on the trading prices of our common
stock or upon a specified or contingent event in the future, or enter into any agreement to issue securities at a future determined price
for a period of one year following the closing date of this offering.
Indemnification
We have agreed to indemnify
the placement agent against certain liabilities, including certain liabilities under the Securities Act, or to contribute to payments
that the placement agent may be required to make in respect of those liabilities.
In addition, we will indemnify
the purchasers of securities in this offering against liabilities arising out of or relating to (i) any breach of any of the representations,
warranties, covenants or agreements made by us in the securities purchase agreement or related documents or (ii) any action instituted
against a purchaser by a third party (other than a third party who is affiliated with such purchaser) with respect to the securities
purchase agreement or related documents and the transactions contemplated thereby, subject to certain exceptions
Regulation M Compliance
The placement agent may
be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any fees received by it and any profit
realized on the sale of our securities offered hereby by it while acting as principal might be deemed to be underwriting discounts or
commissions under the Securities Act. The placement agent will be required to comply with the requirements of the Securities Act and
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, Rule 10b-5 and Regulation
M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the placement
agent. Under these rules and regulations, the placement agent may not (i) engage in any stabilization activity in connection with our
securities; and (ii) bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other
than as permitted under the Exchange Act, until they have completed their participation in the distribution.
Other Relationships
The placement agent and
its affiliates have engaged, and may in the future engage, in investment banking transactions and other commercial dealings in the ordinary
course of business with us or our affiliates. The placement agent has received, or may in the future receive, customary fees and commissions
for these transactions.
In addition, in the ordinary
course of their business activities, the placement agent and its affiliates may make or hold a broad array of investments and actively
trade debt and equity securities (or related derivative securities) for their own account and for the accounts of their customers. Such
investments and securities activities may involve securities and/or instruments of ours or our affiliates. The placement agent and its
affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities
or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and
instruments.
The placement agent acted
as the placement agent in connection with our registered direct offering consummated in November 2023, our public offering consummated
in March 2024 and our warrant inducement transaction consummated in August 2024 and received compensation from us in connection therewith.
The placement agent also serves as our sales agent pursuant to that certain At The Market Offering Agreement, dated as of September
27, 2024, by and between us and the placement agent. Except as disclosed in this prospectus, we have no present arrangements
with the placement agent for any further services.
Electronic Distribution
A prospectus in electronic
format may be made available on a website maintained by the placement agent and the placement agent may distribute prospectuses electronically.
Other than the prospectus in electronic format, the information on these websites is not part of this prospectus or the registration
statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the placement agent and should not be
relied upon by investors.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock
is Equiniti Trust Company, LLC.
Stock Market Listing
Our common stock is listed on Nasdaq under the symbol
“BBLG.”
22
LEGAL MATTERS
The validity of the issuance of the common stock
offered by us in this offering will be passed upon for us Harter Secrest & Emery LLP, Rochester, NY. Certain legal matters in connection
with this offering will be passed upon for the placement agent by Lowenstein Sandler LLP, New York, NY.
EXPERTS
The consolidated financial statements of Bone Biologics
Corporation appearing in Bone Biologics Corporation’s Annual Report (Form 10-K) for the year ended December 31, 2024, have been
audited by Weinberg & Company, P.A., as set forth in their report therein, which includes an explanatory paragraph as to the Company’s
ability to continue as a going concern, and incorporated herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
INFORMATION INCORPORATED BY
REFERENCE
The SEC allows us to “incorporate by reference”
information into this document, which means that we can disclose important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is an important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act made subsequent to the date
of this prospectus until the termination of the offering of the securities described in this prospectus (other than information in such
filings that was “furnished,” under applicable SEC rules, rather than “filed”). We incorporate by reference the
following documents or information that we have filed with the SEC:
●
our Annual Report on Form
10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025;
●
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on
May 12, 2025;
●
our
Current Reports on Form 8-K for with the SEC on April
1, 2025, April
11, 2025, May
30, 2025 and June
6, 2025;
●
our Definitive Proxy Statement on Schedule 14A, filed
with the SEC on April 23, 2025; and
●
The description of the Common Stock incorporated by reference to our
Registration Statement on Form 8-A that was filed with the SEC on October 8, 2021, Exhibit 4.5 to Amendment No. 1 to our Annual Report
on Form 10-K for the fiscal year ended December 31, 2022 on Form 10-K/A filed with the SEC on November 20, 2023, and any amendment
or report filed for the purpose of updating such description.
To obtain copies of these filings, see “Where
You Can Find More Information” in this prospectus. Nothing in this prospectus shall be deemed to incorporate information furnished,
but not filed, with the SEC, including pursuant to Item 2.02 or Item 7.01 of Form 8-K and any corresponding information or exhibit furnished
under Item 9.01 of Form 8-K.
Information in this prospectus supersedes related
information in the documents listed above and information in subsequently filed documents supersedes related information in both this
prospectus and the incorporated documents.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the periodic reporting requirements
of the Exchange Act, and we will file periodic reports, proxy statements and other information with the SEC. These periodic reports,
proxy statements and other information are available at www.sec.gov. We maintain a website at www.bonebiologics.com. We have not incorporated
by reference into this prospectus the information contained in, or that can be accessed through, our website, and you should not consider
it to be a part of this prospectus. You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free
of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
You may also request a copy of these filings (other than exhibits to these documents unless the exhibits are specifically incorporated
by reference into these documents or referred to in this prospectus), at no cost, by writing us at 2 Burlington Woods Drive, Suite 100,
Burlington, MA 01803 or contacting us at (781) 552-4452.
We have filed with the SEC a registration statement
under the Securities Act relating to the offering of these securities. The registration statement, including the attached exhibits, contains
additional relevant information about us and the securities. This prospectus does not contain all of the information set forth in the
registration statement. You may review a copy of the registration statement and any documents incorporated by reference herein through
the SEC’s website at www.sec.gov.
23
BONE BIOLOGICS CORPORATION
Up to 846,023 Shares of Common Stock
Up to 846,023 Prefunded Warrants to purchase
up to 846,023 Shares of Common Stock
Up to 846,023 Shares of Common Stock underlying
the Prefunded Warrants
Up to 846,023 Series D Warrants to purchase
up to 846,023 Shares of Common Stock
Up to 846,023 Shares of Common Stock underlying
the Series D Warrants
Up to 846,023 Series E Warrants to purchase
up to 846,023 Shares of Common Stock
Up to 846,023 Shares of Common Stock underlying
the Series E Warrants
Up to 50,761 Placement Agent Warrants
to Purchase up to 50,761 Shares of Common Stock
Up to 50,761 Shares of Common Stock Underlying
the Placement Agent Warrants
H.C. WAINWRIGHT & CO.
Prospectus
,
2025
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth all expenses, other
than the placement agent fees, payable by the registrant in connection with the sale of the securities being registered. All the amounts
shown are estimates except the SEC registration fee and the FINRA filing fee.
Amount to be paid
SEC registration fee
$
2,354
FINRA filing fee
2,806
Transfer agent and registrar fees
20,000
Accounting fees and expenses
36,000
Legal fees and expenses
120,000
Printing and engraving expenses
15,000
Miscellaneous
-
Total
$
196,160
Item 14. Indemnification of Directors and Officers
Section 102 of the Delaware General Corporation Law
(“DGCL”) permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty
to us or our stockholders, acted or failed to act (an omission) not in good faith or that involved intentional misconduct or a knowing
violation of law, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock
repurchase in violation of the DGCL, or obtained an improper personal benefit. Our Amended and Restated Certificate of Incorporation,
as amended (“Certificate of Incorporation”) provides that no director of the Company shall be personally liable to it or
its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such
liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary
duty.
Section 145 of the DGCL provides that a corporation
has the power to indemnify a director, officer, employee, or agent of the corporation, or a person serving at the request of the corporation
for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit
or proceeding to which he was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or
proceeding by reason of such position, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect
to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all
of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
Our Certificate of Incorporation and Amended and
Restated Bylaws, as amended (“Bylaws”), provide indemnification for our directors and officers to the fullest extent permitted
by the DGCL. We will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed
to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee
or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons
being referred to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity,
against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he
or she had no reasonable cause to believe his or her conduct was unlawful. Our Certificate of Incorporation and Bylaws provide that we
will indemnify any Indemnitee who was or is a party to an action or suit by or in the right of us to procure a judgment in our favor
by reason of the fact that the Indemnitee is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed
to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity,
against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the Indemnitee acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with
respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines
that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding
the foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us
against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced
to an Indemnitee under certain circumstances.
II-1
As of the date of this prospectus, we have entered
into separate indemnification agreements with each of our directors and executive officers. Each indemnification agreement provides,
among other things, for indemnification to the fullest extent permitted by law and our Certificate of Incorporation against any and all
expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements provide for the advancement
or payment of all expenses to the indemnitee and for the reimbursement to us if it is found that such indemnitee is not entitled to such
indemnification. In addition, we have obtained a general liability insurance policy that covers certain liabilities of directors and
officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.
Item 15. Recent Sales of Unregistered Securities
The information below lists all of the securities
sold by us during the past three years which were not registered under the Securities Act of 1933, as amended (the “Securities
Act”):
●
On November 16, 2023, we sold registered shares of common stock in
a registered direct offering and contemporaneously therewith sold unregistered warrants to purchase up to an aggregate of 142,384
shares of our common stock in a private placement, to certain institutional investors, for approximately $729,000. The warrants were
sold in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated
thereunder.
●
On November 16, 2023, we issued warrants to purchase up to an aggregate
of 8,543 shares of our common stock to H.C. Wainwright & Co., LLC (equal to 6.0% of the aggregate number of shares of common
stock sold in a registered direct offering) in connection with the services it provided as placement agent in the registered direct
offering and private placement, in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities
Act and/or Regulation D promulgated thereunder.
●
On August 2, 2024, we issued (i) new unregistered five-year warrants
to purchase up to an aggregate of 781,251 shares of common stock and (ii) new unregistered eighteen-month warrants to purchase up
to an aggregate of 781,251 shares of common stock to holders of existing warrants to purchase 781,251 shares of common stock
in exchange for their exercise of the existing warrants for approximately $1.8 million. The unregistered warrants were issued
in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act.
●
On August 2, 2024, we issued unregistered
warrants to purchase up to an aggregate of 46,875 shares of our common stock to H.C. Wainwright & Co., LLC in connection with the
services provided as placement agent in the warrant inducement transaction described above. The warrants were issued in reliance on the
exemption from registration provided by Section 4(a)(2) under the Securities Act.
II-2
Item 16. Exhibits and Financial Statement Schedules
The following exhibits to this registration statement
included in the Exhibit Index are incorporated by reference.
EXHIBIT INDEX
Exhibit
Incorporated by reference
(unless otherwise indicated)
Number
Exhibit Title
Form
File
Exhibit
Filing date
2.1
Agreement and Plan of Merger, dated as of September 19, 2014, by and among AFH Acquisition X, Inc., Bone Biologics Acquisition Corp., and Bone Biologics, Inc.
8-K
000-53078
2.1
September 25, 2014
2.2
Certificate of Merger as filed with the California Secretary of State effective September 19, 2014
8-K
000-53078
2.2
September 25, 2014
3.1
Amended and Restated Certificate of Incorporation of Bone Biologics Corporation
8-K
000-53078
3.1(i)
September 25, 2014
3.2
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Bone Biologics Corporation
8-K
000-53078
3.1
October 15, 2021
3.3
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Bone Biologics Corporation
8-K
001-40899
3.1
June 6, 2023
3.4
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Bone Biologics Corporation
8-K
001-40899
3.1
December 18, 2023
3.5
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Bone Biologics Corporation
8-K
001-40899
3.1
June 6, 2025
3.6
Amended and Restated Bylaws of Bone Biologics Corporation
8-K
001-40899
3.1
March 8, 2022
3.7
Amendment No. 1 to the Amended and Restated Bylaws of Bone Biologics Corporation
8-K
001-40899
3.1
October 24, 2023
4.1
Warrant Agent Agreement between the Company and Equiniti Trust Company dated as of October 13, 2021
8-K
000-53078
4.1
October 15, 2021
4.2
Form of Warrant (October 2021)
S-1
333-276771
4.2
January 30, 2024
4.3
Form of Representative’s Warrant (October 2021)
8-K
000-53078
1.1
October 15, 2021
II-3
4.4
Warrant Agent Agreement between the Company and Equiniti Trust Company dated as of October 7, 2022
8-K
001-40899
4.1
October 11, 2022
4.5
Form of Series A Warrant (October 2022)
S-1
333-276771
4.5
January 30, 2024
4.6
Form of Series B Warrant (October 2022)
S-1
333-276771
4.6
January 30, 2024
4.7
Form of Series C Warrant (October 2022)
S-1
333-276771
4.7
January 30, 2024
4.8
Form of Representative’s Warrant (October 2022)
8-K
001-40899
1.1
October 11, 2022
4.9
Form of Warrant (November 2023)
S-3
333-276412
4.1
January 5, 2024
4.10
Form of Placement Agent Warrant (November 2023)
8-K
001-40899
4.2
November 20, 2023
4.11
Form of Warrant dated March 6, 2024
8-K
001-40899
4.1
March 6, 2024
4.12
Form of Placement Agent Warrant dated March 6, 2024
8-K
001-40899
4.3
March 6, 2024
4.13
Form of New Warrant dated August 2, 2024
8-K
001-40899
4.1
August 2, 2024
4.14
Form of Placement Agent Warrant dated August 2, 2024
8-K
001-40899
4.2
August 2, 2024
4.15
Description of Securities
10-K/A
001-40899
4.5
November 20, 2023
4.16*
Form of Series D Warrant
—
—
—
—
4.17*
Form of Series E Warrant
—
—
—
—
4.18*
Form of Pre-Funded Warrant
—
—
—
—
4.19*
Form of Placement Agent Warrant
—
—
—
—
5.1*
Opinion of Harter Secrest & Emery LLP
—
—
—
—
10.1+
Director Offer Letter, dated July 1, 2014, by and between Bruce Stroever and Bone Biologics Corporation
8-K
000-53078
10.4
September 25, 2014
10.2+
Form of Indemnification Agreement
S-1
333-276771
10.2
January 30, 2024
10.3+
Amended and Restated Employment Agreement, dated January 1, 2024, by and between Bone Biologics Corporation and Jeffrey Frelick
10-Q
001-40899
10.2
May 14, 2024
II-4
10.4+
Employment Agreement dated December 17, 2021 between the Company and Deina Walsh
8-K
001-40899
10.1
December 22, 2021
10.5+
Amendment No. 1 to Employment Agreement dated December 17, 2021 between the Company and Deina Walsh
10-Q
001-40899
10.3
May 14, 2024
10.6+
Form of Professional Services Agreement, dated January 8, 2016, by and between the Company and the Founders
8-K
000-53078
10.1
January 11, 2016
10.7+
Bone Biologics Corporation Non-Employee Director Compensation Policy
8-K
000-53078
10.1
January 4, 2016
10.8+
Bone Biologics Corporation 2015 Equity Incentive Plan
8-K
000-53078
10.3
January 4, 2016
10.9+
First Amendment to the Bone Biologics Corporation 2015 Equity Incentive Plan
Schedule 14A
001-40899
Appendix B
August 3, 2023
10.10+
Second Amendment to the Bone Biologics Corporation 2015 Equity Incentive Plan
8-K
000-53078
10.1
May 30, 2025
10.11+
Form of Stock Option Grant Notice and Option Agreement for the Bone Biologics Corporation 2015 Equity Incentive Plan
8-K
000-53078
10.4
January 4, 2016
10.12+
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement
8-K
000-53078
10.5
January 4, 2016
10.13
Option Agreement for the Distribution and Supply of Sygnal™ dated as of February 24, 2016
8-K
000-53078
10.3
February 26, 2016
10.14
Amended and Restated Exclusive License Agreement, dated as of March 21, 2019, by and between the Company and The Regents of the University of California
8-K
000-53078
10.1
April 16, 2019
10.15
First Amendment to the Amended License Agreement dated August 13, 2020 between the Company and the Regents of the University of California
S-1/A
333-257484
10.40
October 7, 2021
10.16
Third Amendment to the Amended License Agreement dated June 8, 2022 between the Company and the Regents of the University of California
8-K
001-40899
10.1
June 9, 2022
10.17
Supply and Development Support Agreement dated March 3, 2022 between the Company and Musculoskeletal Transplant Foundation, Inc.
10-K
001-40899
10.30
March 15, 2022
10.18
At The Market Offering Agreement, dated September 27, 2024, by and between Bone Biologics Corporation and H.C. Wainwright & Co., LLC
8-K
001-40899
1.1
September 27, 2024
10.19*
Form of Securities Purchase Agreement
—
—
—
—
21.1
List of Subsidiaries
10-K
001-40899
21.1
February 26, 2025
23.1*
Consent of Independent Registered Public Accounting Firm, Weinberg & Company, P.A.
—
—
—
—
23.2*
Consent of Harter Secrest & Emery LLP (included in Exhibit 5.1)
—
—
—
—
24*
Power of Attorney (included in signature page hereto)
—
—
—
—
107*
Filing Fee Table
—
—
—
—
* Filed herewith.
+ Management contract or compensatory arrangement.
II-5
Item 17. Undertakings
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation
of Registration Fee” table, as applicable, in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that the undertakings set forth
in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement or are contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
(2)
That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(4)
For the purpose of determining liability of the registrant under the
Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant;
and
(iv)
Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the Securities Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d)
That,
(1)
For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this registration statement in reliance on Rule 430A and contained
in a form of prospectus filed by the undersigned registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the time it was declared effective; and
(2)
For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-6
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Town of Burlington, Commonwealth of Massachusetts, on June 24, 2025.
BONE BIOLOGICS CORPORATION
By:
/s/
Jeffrey Frelick
Name:
Jeffrey Frelick
Title:
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below appoints
Jeffrey Frelick and Deina H. Walsh, and each of them, each of whom may act without the joinder of the other, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution for him and her and in his or her name, place and stead,
in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement (and to
any registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Jeffrey Frelick
Chief Executive Officer (Principal Executive Officer)
June
24, 2025
Jeffrey Frelick
/s/ Deina H. Walsh
Chief Financial Officer (Principal Financial Officer and Principal
Accounting Officer)
June
24, 2025
Deina H. Walsh
/s/
Bruce Stroever
Director
June
24, 2025
Bruce Stroever
/s/ Siddhesh Angle
Director
June
24, 2025
Siddhesh Angle
/s/
Robert Gagnon
Director
June
24, 2025
Robert Gagnon
/s/ Phillip Meikle
Director
June
24, 2025
Phillip
Meikle
II-7
EX-4.16
2
ex4-16.htm
EX-4.16
Exhibit
4.16
FORM
OF SERIES D COMMON STOCK PURCHASE WARRANT
BONE
BIOLOGICS CORPORATION
Warrant Shares:
_____________
Issue
Date: _________, 2025
THIS
SERIES D COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its
assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after [the Stockholder Approval Date]1 (the “Initial Exercise
Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the five (5) year anniversary of the Initial
Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the
“Termination Date”) but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware
corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant
Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be
equal to the Exercise Price, as defined in Section 2(b).
Section
1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock
is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported
on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined
by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably
acceptable to the Company, the reasonable fees and expenses of which shall be paid by the Company.
“Board
of Directors” means the board of directors of the Company.
“Commission”
means the United States Securities and Exchange Commission.
1 Replace
bracketed language with “the date hereof” if (i) the Per Share Purchase Price equals or exceeds the sum of (a) the
applicable “Minimum Price” per share under Nasdaq rule 5635(d) and (b) $0.125 per whole Common Warrant Share or (ii) if
the Offering is treated as a public offering under Nasdaq rule 5635.
1
“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Registration
Statement” means the effective registration statement on Form S-1 filed with Commission (File No. 333-[______]), including all
information, documents and exhibits filed with or incorporated by reference into such registration statement, as amended from time to
time, which registers the sale the Warrants and the Warrant Shares, among others, and includes any Rule 462(b) Registration Statement.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
[“Stockholder
Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any
successor entity) from the stockholders of the Company with respect to the issuance of all the Warrants and the Common Shares upon the
exercise thereof.
“Stockholder
Approval Date” means the date on which Stockholder Approval is received and deemed effective under Delaware law.]2
“Subsidiaries”
means the subsidiaries of the Company set forth on Exhibit 21.1 to the Company’s annual report on Form 10-K for the year ended
December 31, 2024, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after
the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York
Stock Exchange (or any successors to any of the foregoing).
“Transfer
Agent” means Equiniti Trust Company, the current transfer agent of the Company, with a mailing address of EQ Shareowner Services,
PO Box 64874, St Paul, MN 55164-0874, and any successor transfer agent of the Company.
2
Delete bracketed language if (i) the Per Share Purchase Price equals or exceeds the sum of (a) the applicable “Minimum Price”
per share under Nasdaq rule 5635(d) and (b) $0.125 per whole Common Warrant Share or (ii) if the Offering is treated as a public offering
under Nasdaq rule 5635.
2
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then
listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good
faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the reasonable
fees and expenses of which shall be paid by the Company.
“Warrants”
means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.
Section
2. Exercise.
a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF
copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).
Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank
unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of
Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this
Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following
the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this
Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated
on the face hereof.
3
b)
Exercise Price. The exercise price per share of Common Stock under this Warrant shall
be $[_____], subject to adjustment hereunder (the “Exercise Price”).
c)
Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus
contained therein is not available for the issuance or resale of the Warrant Shares to or by the Holder, then this Warrant may also be
exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive
a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A)
=
as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)
both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant
to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation
NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the
Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal
Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the
applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and
is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”
on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of
such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof
after the close of “regular trading hours” on such Trading Day;
(B)
=
the Exercise Price of this Warrant,
as adjusted hereunder; and
(X)
=
the number of Warrant Shares
that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of
a cash exercise rather than a cashless exercise.
4
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not
to take any position contrary to this Section 2(c).
d)
Mechanics of Exercise.
i.
Delivery of Warrant Shares Upon Exercise. Subject to receipt of the aggregate Exercise Price by the Holder pursuant to Section
2(a), the Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting
the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal
at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective
registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant
is being exercised via Cashless exercise, and otherwise by physical delivery of a certificate or a book-entry statement, registered in
the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is
entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of
(i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising
the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery
Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder
of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant
Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant
Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise
by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each
$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),
$10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date)
for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.
The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding
and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a
number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery
of the Notice of Exercise.
5
ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in
all other respects be identical with this Warrant.
iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section
2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares
of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon
such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)
the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock
that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the
Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares
of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.
6
vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii.
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.
e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on
the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed
with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by
the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of
a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date
as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be [4.99%/9.99%] of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of
the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise
of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership
Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this
paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct
this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.
7
Section
3. Certain Adjustments.
a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares
of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the
Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which
the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re-classification.
b)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,
issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had
held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise
hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for
the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
c)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in
the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation).
8
d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary),
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of the Company’s assets in one or a series of related transactions, (iii) any, direct or indirect, purchase
offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the
holders of 50% or more of the outstanding Common Stock or 50% or more of the voting power of the common equity of the Company, (iv)
the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or
recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a
reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such
other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of the voting power of the
common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this
Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation
in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or
of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section
2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If
holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the
Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with,
or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the
applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the
Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such
Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not
approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity
the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this
Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental
Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common
Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction;
provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental
Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be
the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means
the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg
determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a
risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public
announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to
the greater of (1) the 30 day volatility, (2) the 100 day volatility or (3) the 365 day volatility, each of clauses (1)-(3) as
obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately
following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in
such calculation shall be the highest VWAP during the period beginning on the Trading Day immediately preceding the public
announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction,
if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(d) and (D) a remaining option
time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the
Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately
available funds (or such other consideration) within the later of (i) five Trading Days of the Holder’s election and (ii) the
date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in
which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the
Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to
written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this
Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this
Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations
on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price
hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such
Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such
Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such
Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and
after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other
Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or
Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company,
may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of
the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the
Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the
avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of (i) whether
the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental
Transaction occurs prior to the Initial Exercise Date.
9
e)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
f)
Notice to Holder.
i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any
sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email
address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to
be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to
deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to
be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a
Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such
notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
10
Section
4. Transfer of Warrant.
a)
Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written
assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not
so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the
Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.
b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant
and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.
11
Section
5. Miscellaneous.
a)
No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be
required to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.
c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading
Day.
d)
Authorized Shares.
The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).
12
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. The Company and, by accepting this Warrant, the Holder each agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Warrant (whether brought against the Company or the Holder or their
respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the
state and federal courts sitting in the City of New York. The Company and, by accepting this Warrant, the Holder each hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. The Company and, by
accepting this Warrant, the Holder each hereby irrevocably waives personal service of process and consents to process being served in
any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to it at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If the Company or the Holder shall commence an action, suit or proceeding to enforce any provisions
of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
13
f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision
of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder including, without limitation,
any Notice of Exercise, shall be in writing and delivered personally, by email or sent by a nationally recognized overnight courier service,
addressed to the Company, at 2 Burlington Woods Drive, Suite 100 Burlington, MA 01803, Attention: Deina Walsh, CFO, email address: dwalsh@bonebiologics.com,
or such other email address or address as the Company may specify for such purposes by notice to the Holder. Any and all notices or other
communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by email, or sent
by a nationally recognized overnight courier service addressed to the Holder at the email address or address of the Holder appearing
on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest
of (i) the time of transmission, if such notice or communication is delivered via email at the email address set forth in this Section
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication
is delivered via email at the email address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any
notice provided by the Company hereunder constitutes, or contains, material, non-public information regarding the Company or any subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.
14
i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.
j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.
k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.
l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on
the one hand, and the Holder of this Warrant, on the other hand.
m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
********************
(Signature
Page Follows)
15
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
BONE
BIOLOGICS CORPORATION
By:
Name:
Title:
16
NOTICE
OF EXERCISE
To:
BONE BIOLOGICS CORPORATION
(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
☐ in lawful money of the United States; or
☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The
Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
Name
of Investing Entity: ________________________________________________________________________
Signature
of Authorized Signatory of Investing Entity: _________________________________________________
Name
of Authorized Signatory: ___________________________________________________________________
Title
of Authorized Signatory: ____________________________________________________________________
Date:
________________________________________________________________________________________
EXHIBIT
B
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase
shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name:
(Please
Print)
Address:
(Please
Print)
Phone
Number:
Address:
Dated:
_______________ __, ______
Holder’s
Signature:
Holder’s
Address:
EX-4.17
3
ex4-17.htm
EX-4.17
Exhibit
4.17
FORM
OF SERIES E COMMON STOCK PURCHASE WARRANT
BONE
BIOLOGICS CORPORATION
Warrant Shares:
_____________
Issue
Date: _________, 2025
THIS
SERIES E COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns
(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after [the Stockholder Approval Date]1 (the “Initial Exercise Date”) and on
or prior to 5:00 p.m. (New York City time) on the date that is the eighteen (18) month anniversary of the Initial Exercise Date,
provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”)
but not thereafter, to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”),
up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock.
The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section
1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock
is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported
on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined
by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably
acceptable to the Company, the reasonable fees and expenses of which shall be paid by the Company.
“Board
of Directors” means the board of directors of the Company.
“Commission”
means the United States Securities and Exchange Commission.
1
Replace bracketed language with “the date hereof” if (i) the Per Share Purchase Price equals or exceeds the sum of (a) the
applicable “Minimum Price” per share under Nasdaq rule 5635(d) and (b) $0.125 per whole Common Warrant Share or (ii) if the
Offering is treated as a public offering under Nasdaq rule 5635.
1
“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Registration
Statement” means the effective registration statement on Form S-1 filed with Commission (File No. 333-[______]), including all
information, documents and exhibits filed with or incorporated by reference into such registration statement, as amended from time to
time, which registers the sale the Warrants and the Warrant Shares, among others, and includes any Rule 462(b) Registration Statement.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
[“Stockholder
Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any
successor entity) from the stockholders of the Company with respect to the issuance of all the Warrants and the Common Shares upon the
exercise thereof.
“Stockholder
Approval Date” means the date on which Stockholder Approval is received and deemed effective under Delaware law.]2
“Subsidiaries”
means the subsidiaries of the Company set forth on Exhibit 21.1 to the Company’s annual report on Form 10-K for the year ended
December 31, 2024, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after
the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York
Stock Exchange (or any successors to any of the foregoing).
“Transfer
Agent” means Equiniti Trust Company, the current transfer agent of the Company, with a mailing address of EQ Shareowner Services,
PO Box 64874, St Paul, MN 55164-0874, and any successor transfer agent of the Company.
2
Delete bracketed language if (i) the Per Share Purchase Price equals or exceeds the sum of (a) the applicable “Minimum Price”
per share under Nasdaq rule 5635(d) and (b) $0.125 per whole Common Warrant Share or (ii) if the Offering is treated as a public offering
under Nasdaq rule 5635.
2
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then
listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good
faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the reasonable
fees and expenses of which shall be paid by the Company.
“Warrants”
means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.
Section
2. Exercise.
a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF
copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).
Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank
unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of
Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this
Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following
the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this
Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated
on the face hereof.
3
b)
Exercise Price. The exercise price per share of Common Stock under this Warrant shall
be $[_____], subject to adjustment hereunder (the “Exercise Price”).
c)
Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus
contained therein is not available for the issuance or resale of the Warrant Shares to or by the Holder, then this Warrant may also be
exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive
a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A)
=
as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)
both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant
to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation
NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the
Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal
Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the
applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and
is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”
on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of
such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof
after the close of “regular trading hours” on such Trading Day;
(B)
=
the Exercise Price of this Warrant,
as adjusted hereunder; and
(X)
=
the number of Warrant Shares
that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of
a cash exercise rather than a cashless exercise.
4
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not
to take any position contrary to this Section 2(c).
d)
Mechanics of Exercise.
i.
Delivery of Warrant Shares Upon Exercise. Subject to receipt of the aggregate Exercise Price by the Holder pursuant to Section
2(a), the Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting
the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal
at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective
registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant
is being exercised via Cashless exercise, and otherwise by physical delivery of a certificate or a book-entry statement, registered in
the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is
entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of
(i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising
the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery
Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder
of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant
Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant
Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise
by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each
$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),
$10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date)
for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.
The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding
and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a
number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery
of the Notice of Exercise.
5
ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in
all other respects be identical with this Warrant.
iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section
2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares
of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon
such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)
the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock
that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the
Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares
of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.
6
vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii.
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.
e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on
the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed
with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by
the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of
a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date
as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be [4.99%/9.99%] of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of
the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise
of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership
Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this
paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct
this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.
7
Section
3. Certain Adjustments.
a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares
of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the
Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which
the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re-classification.
b)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,
issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had
held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise
hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for
the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
c)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in
the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation).
8
d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary),
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of the Company’s assets in one or a series of related transactions, (iii) any, direct or indirect, purchase
offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the
holders of 50% or more of the outstanding Common Stock or 50% or more of the voting power of the common equity of the Company, (iv)
the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or
recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a
reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such
other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of the voting power of the
common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this
Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation
in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or
of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section
2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If
holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the
Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with,
or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the
applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the
Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such
Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not
approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity
the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this
Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental
Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common
Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction;
provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental
Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be
the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means
the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg
determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a
risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public
announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to
the greater of (1) the 30 day volatility, (2) the 100 day volatility or (3) the 365 day volatility, each of clauses (1)-(3) as
obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately
following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in
such calculation shall be the highest VWAP during the period beginning on the Trading Day immediately preceding the public
announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction,
if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(d) and (D) a remaining option
time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the
Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately
available funds (or such other consideration) within the later of (i) five Trading Days of the Holder’s election and (ii) the
date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in
which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the
Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to
written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this
Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this
Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations
on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price
hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such
Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such
Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such
Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and
after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other
Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or
Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company,
may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of
the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the
Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the
avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of (i) whether
the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental
Transaction occurs prior to the Initial Exercise Date.
9
e)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
f)
Notice to Holder.
i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any
sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email
address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to
be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to
deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to
be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a
Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such
notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
10
Section
4. Transfer of Warrant.
a)
Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written
assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not
so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the
Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.
b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant
and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.
11
Section
5. Miscellaneous.
a)
No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be
required to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.
c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading
Day.
d)
Authorized Shares.
The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).
12
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. The Company and, by accepting this Warrant, the Holder each agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Warrant (whether brought against the Company or the Holder or their
respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the
state and federal courts sitting in the City of New York. The Company and, by accepting this Warrant, the Holder each hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. The Company and, by
accepting this Warrant, the Holder each hereby irrevocably waives personal service of process and consents to process being served in
any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to it at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If the Company or the Holder shall commence an action, suit or proceeding to enforce any provisions
of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
13
f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision
of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder including, without limitation,
any Notice of Exercise, shall be in writing and delivered personally, by email or sent by a nationally recognized overnight courier service,
addressed to the Company, at 2 Burlington Woods Drive, Suite 100 Burlington, MA 01803, Attention: Deina Walsh, CFO, email address: dwalsh@bonebiologics.com,
or such other email address or address as the Company may specify for such purposes by notice to the Holder. Any and all notices or other
communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by email, or sent
by a nationally recognized overnight courier service addressed to the Holder at the email address or address of the Holder appearing
on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest
of (i) the time of transmission, if such notice or communication is delivered via email at the email address set forth in this Section
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication
is delivered via email at the email address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any
notice provided by the Company hereunder constitutes, or contains, material, non-public information regarding the Company or any subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.
14
i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.
j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.
k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.
l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on
the one hand, and the Holder of this Warrant, on the other hand.
m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
********************
(Signature
Page Follows)
15
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
BONE
BIOLOGICS CORPORATION
By:
Name:
Title:
16
NOTICE
OF EXERCISE
To:
BONE BIOLOGICS CORPORATION
(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
☐ in
lawful money of the United States; or
☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The
Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
Name
of Investing Entity: ________________________________________________________________________
Signature
of Authorized Signatory of Investing Entity: _________________________________________________
Name
of Authorized Signatory: ___________________________________________________________________
Title
of Authorized Signatory: ____________________________________________________________________
Date:
________________________________________________________________________________________
EXHIBIT
B
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase
shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name:
(Please
Print)
Address:
(Please
Print)
Phone
Number:
Address:
Dated:
_______________ __, ______
Holder’s
Signature:
Holder’s
Address:
EX-4.18
4
ex4-18.htm
EX-4.18
Exhibit
4.18
FORM
OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT
BONE
BIOLOGICS CORPORATION
Warrant Shares:
_____________
Issue
Date: _________, 2025
THIS
PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or
its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”)
and until this Warrant is exercised in full (the “Termination Date”) to subscribe for and purchase from Bone
Biologics Corporation, a Delaware corporation (the “Company”), up to __________ shares (as subject to adjustment
hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common
Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Section
1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock
is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported
on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined
by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably
acceptable to the Company, the reasonable fees and expenses of which shall be paid by the Company.
“Board
of Directors” means the board of directors of the Company.
“Commission”
means the United States Securities and Exchange Commission.
1
“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Purchase
Agreement” means the Purchase Agreement, dated as of _________, 2025 among the Company and certain purchasers signatory thereto,
as amended, modified or supplemented from time to time in accordance with its terms.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Registration
Statement” means the effective registration statement on Form S-1 filed with Commission (File No. 333-[______]), including all
information, documents and exhibits filed with or incorporated by reference into such registration statement, as amended from time to
time, which registers the sale the Warrants and the Warrant Shares, among others, and includes any Rule 462(b) Registration Statement.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subsidiaries”
means the subsidiaries of the Company set forth on Exhibit 21.1 to the Company’s annual report on Form 10-K for the year ended
December 31, 2024, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after
the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York
Stock Exchange (or any successors to any of the foregoing).
“Transfer
Agent” means Equiniti Trust Company, the current transfer agent of the Company, with a mailing address of EQ Shareowner Services,
PO Box 64874, St Paul, MN 55164-0874, and any successor transfer agent of the Company.
2
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then
listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good
faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the reasonable
fees and expenses of which shall be paid by the Company.
“Warrants”
means this Warrant and other pre-funded Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.
Section
2. Exercise.
a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF
copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).
Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank
unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of
Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this
Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following
the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this
Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated
on the face hereof.
3
b)
Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.001 per Warrant Share,
was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration other than the
nominal exercise price of $0.001 per Warrant Share shall be required to be paid by the Holder to any Person to effect any exercise of
this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price
under any circumstance or for any reason whatsoever. The remaining unpaid exercise price per share of Common Stock under this Warrant
shall be $0.001, subject to adjustment hereunder (the “Exercise Price”).
c)
Cashless Exercise. This Warrant may also be exercised, in whole or in part, at any time by means of a “cashless exercise”
in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by
(A), where:
(A)
=
as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)
both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant
to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation
NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the
Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal
Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the
applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and
is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”
on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of
such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof
after the close of “regular trading hours” on such Trading Day;
(B)
=
the Exercise Price of this Warrant,
as adjusted hereunder; and
(X)
=
the number of Warrant Shares
that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of
a cash exercise rather than a cashless exercise.
4
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not
to take any position contrary to this Section 2(c).
d)
Mechanics of Exercise.
i.
Delivery of Warrant Shares Upon Exercise. Subject to receipt of the aggregate Exercise Price by the Holder pursuant to Section
2(a), the Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting
the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal
at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective
registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant
is being exercised via Cashless exercise, and otherwise by physical delivery of a certificate or a book-entry statement, registered in
the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is
entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of
(i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising
the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery
Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder
of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant
Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant
Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise
by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each
$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),
$10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date)
for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.
The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding
and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a
number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery
of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 4:00 p.m.
(New York City time) on the Trading Day immediately prior to the Initial Exercise Date, which may be delivered at any time after the
time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m.
(New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes
hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such
Warrant Share Delivery Date.
5
ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in
all other respects be identical with this Warrant.
iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section
2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares
of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon
such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)
the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock
that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the
Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares
of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.
6
vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii.
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.
e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on
the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed
with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by
the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of
a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date
as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be [4.99%/9.99%] of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of
the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise
of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership
Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this
paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct
this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.
7
Section
3. Certain Adjustments.
a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares
of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the
Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which
the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re-classification.
b)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,
issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had
held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise
hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for
the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
c)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in
the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation).
8
d)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary),
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of the assets of the Company in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer
or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to
sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the
outstanding Common Stock or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly,
in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property,
or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other
business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with
another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock
or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon
any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable
upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to
any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this
Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor
entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing
all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this
Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without
unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for
this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this
Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent
to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise
of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such
shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction
and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of
protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably
satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall
be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental
Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall
refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity
or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the
Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other
Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally,
had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this
Section 3(d) regardless of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares
and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.
9
e)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
f)
Notice to Holder.
i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any
sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email
address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to
be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to
deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to
be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a
Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such
notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
10
Section
4. Transfer of Warrant.
a)
Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written
assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not
so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the
Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.
b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant
and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.
11
Section
5. Miscellaneous.
a)
No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be
required to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.
c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading
Day.
d)
Authorized Shares.
The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).
12
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. The Company and, by accepting this Warrant, the Holder each agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Warrant (whether brought against the Company or the Holder or their
respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the
state and federal courts sitting in the City of New York. The Company and, by accepting this Warrant, the Holder each hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. The Company and, by
accepting this Warrant, the Holder each hereby irrevocably waives personal service of process and consents to process being served in
any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to it at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If the Company or the Holder shall commence an action, suit or proceeding to enforce any provisions
of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
13
f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder including, without limitation,
any Notice of Exercise, shall be in writing and delivered personally, by email or sent by a nationally recognized overnight courier service,
addressed to the Company, at 2 Burlington Woods Drive, Suite 100 Burlington, MA 01803, Attention: Deina Walsh, CFO, email address: dwalsh@bonebiologics.com,
or such other email address or address as the Company may specify for such purposes by notice to the Holder. Any and all notices or other
communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by email, or sent
by a nationally recognized overnight courier service addressed to the Holder at the email address or address of the Holder appearing
on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest
of (i) the time of transmission, if such notice or communication is delivered via email at the email address set forth in this Section
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication
is delivered via email at the email address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any
notice provided by the Company hereunder constitutes, or contains, material, non-public information regarding the Company or any subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.
14
i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.
j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.
k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.
l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on
the one hand, and the Holder of this Warrant, on the other hand.
m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
********************
(Signature
Page Follows)
15
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
BONE
BIOLOGICS CORPORATION
By:
Name:
Title:
16
NOTICE
OF EXERCISE
To:
BONE BIOLOGICS CORPORATION
(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
☐ in
lawful money of the United States; or
☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The
Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
Name
of Investing Entity: ________________________________________________________________________
Signature
of Authorized Signatory of Investing Entity: _________________________________________________
Name
of Authorized Signatory: ___________________________________________________________________
Title
of Authorized Signatory: ____________________________________________________________________
Date:
________________________________________________________________________________________
EXHIBIT
B
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase
shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name:
(Please
Print)
Address:
(Please
Print)
Phone
Number:
Address:
Dated:
_______________ __, ______
Holder’s
Signature:
Holder’s
Address:
EX-4.19
5
ex4-19.htm
EX-4.19
Exhibit
4.19
FORM
OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT
BONE
BIOLOGICS CORPORATION
Warrant Shares:
_____________
Issue
Date: _________, 2025
THIS
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or
its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after [the Stockholder Approval Date]1 (the “Initial Exercise Date”)
and on or prior to 5:00 p.m. (New York City time) on [_________]2 (the “Termination Date”) but not thereafter,
to subscribe for and purchase from Bone Biologics Corporation, a Delaware corporation (the “Company”), up to __________
shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase
price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright
& Co., LLC, dated as of March 11, 2025.
Section
1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock
is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported
on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price
per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined
by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably
acceptable to the Company, the reasonable fees and expenses of which shall be paid by the Company.
“Board
of Directors” means the board of directors of the Company.
“Commission”
means the United States Securities and Exchange Commission.
1
Replace bracketed language with “the date hereof” if (i) the Per Share Purchase Price equals or exceeds the sum of
(a) the applicable “Minimum Price” per share under Nasdaq rule 5635(d) and (b) $0.125 per whole Common Warrant Share or (ii)
if the Offering is treated as a public offering under Nasdaq rule 5635.
2
Insert the date that is the five (5) year anniversary of the commencement of sales in the offering, provided that, if such date
is not a Trading Day, insert the immediately following Trading Day.
1
“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Registration
Statement” means the effective registration statement on Form S-1 filed with Commission (File No. 333-[______]), including all
information, documents and exhibits filed with or incorporated by reference into such registration statement, as amended from time to
time, which registers the sale the Warrants and the Warrant Shares, among others, and includes any Rule 462(b) Registration Statement.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
[“Stockholder
Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any
successor entity) from the stockholders of the Company with respect to the issuance of all the Warrants and the Common Shares upon the
exercise thereof.
“Stockholder
Approval Date” means the date on which Stockholder Approval is received and deemed effective under Delaware law.]3
“Subsidiaries”
means the subsidiaries of the Company set forth on Exhibit 21.1 to the Company’s annual report on Form 10-K for the year ended
December 31, 2024, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after
the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York
Stock Exchange (or any successors to any of the foregoing).
“Transfer
Agent” means Equiniti Trust Company, the current transfer agent of the Company, with a mailing address of EQ Shareowner Services,
PO Box 64874, St Paul, MN 55164-0874, and any successor transfer agent of the Company.
3
Delete bracketed language if (i) the Per Share Purchase Price equals or exceeds the sum of (a) the applicable
“Minimum Price” per share under Nasdaq rule 5635(d) and (b) $0.125 per whole Common Warrant Share or (ii) if the Offering
is treated as a public offering under Nasdaq rule 5635.
2
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.
(New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price
of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then
listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar
organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported,
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good
faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the reasonable
fees and expenses of which shall be paid by the Company.
“Warrants”
means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.
Section
2. Exercise.
a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF
copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).
Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the
Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank
unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original
Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of
Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this
Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably practicable following
the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases
of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall
maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this
Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant
Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated
on the face hereof.
3
b)
Exercise Price. The exercise price per share of Common Stock under this Warrant shall
be $[_____], subject to adjustment hereunder (the “Exercise Price”).
c)
Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus
contained therein is not available for the issuance or resale of the Warrant Shares to or by the Holder, then this Warrant may also be
exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive
a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
(A)
=
as applicable:
(i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1)
both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant
to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation
NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the
Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal
Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the
applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and
is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”
on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of
such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof
after the close of “regular trading hours” on such Trading Day;
(B)
=
the Exercise Price of this Warrant,
as adjusted hereunder; and
(X)
=
the number of Warrant Shares
that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of
a cash exercise rather than a cashless exercise.
4
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not
to take any position contrary to this Section 2(c).
d)
Mechanics of Exercise.
i.
Delivery of Warrant Shares Upon Exercise. Subject to receipt of the aggregate Exercise Price by the Holder pursuant to Section
2(a), the Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting
the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal
at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective
registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant
is being exercised via Cashless exercise, and otherwise by physical delivery of a certificate or a book-entry statement, registered in
the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is
entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of
(i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising
the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery
Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder
of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant
Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant
Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise
by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each
$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),
$10 per Trading Day (increasing to $20 per Trading Day on the third (3rd) Trading Day after the Warrant Share Delivery Date)
for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.
The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding
and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a
number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery
of the Notice of Exercise.
5
ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in
all other respects be identical with this Warrant.
iii.
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section
2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares
of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon
such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)
the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock
that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the
Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares
of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
v.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company
shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.
6
vi.
Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii.
Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.
e)
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the
right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),
would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the
number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number
of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude
the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or
nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject
to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its
Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being
acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)
of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent
that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to
other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable
shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination
of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution
Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status
as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on
the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed
with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by
the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of
a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock
then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date
as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial
Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of
the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise
of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership
Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this
paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct
this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein
contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.
7
Section
3. Certain Adjustments.
a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares
of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the
Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which
the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re-classification.
b)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,
issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had
held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise
hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for
the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such
shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance
for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
c)
Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or
other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise, other than cash (including, without limitation, any distribution of stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding
the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in
the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution
shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder
exceeding the Beneficial Ownership Limitation).
8
d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary),
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of the Company’s assets in one or a series of related transactions, (iii) any, direct or indirect, purchase
offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common
Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the
holders of 50% or more of the outstanding Common Stock or 50% or more of the voting power of the common equity of the Company, (iv)
the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or
recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a
reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such
other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of the voting power of the
common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this
Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation
in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or
of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section
2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect
of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If
holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant
following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the
Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with,
or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the
applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the
Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such
Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not
approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity
the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this
Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental
Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common
Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction;
provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental
Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be
the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means
the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg
determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a
risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public
announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to
the greater of (1) the 30 day volatility, (2) the 100 day volatility or (3) the 365 day volatility, each of clauses (1)-(3) as
obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately
following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in
such calculation shall be the highest VWAP during the period beginning on the Trading Day immediately preceding the public
announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction,
if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(d) and (D) a remaining option
time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the
Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately
available funds (or such other consideration) within the later of (i) five Trading Days of the Holder’s election and (ii) the
date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in
which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the
Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to
written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this
Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this
Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations
on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price
hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such
Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such
Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such
Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and
after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other
Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or
Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company,
may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of
the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the
Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the
avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of (i) whether
the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental
Transaction occurs prior to the Initial Exercise Date.
9
e)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
f)
Notice to Holder.
i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of
capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with
any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any
sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into
other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding
up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email
address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to
be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to
deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to
be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a
Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such
notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
10
Section
4. Transfer of Warrant.
a)
Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written
assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not
so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the
Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for
the purchase of Warrant Shares without having a new Warrant issued.
b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant
and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.
11
Section
5. Miscellaneous.
a)
No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be
required to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.
c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading
Day.
d)
Authorized Shares.
The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).
12
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
e)
Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. The Company and, by accepting this Warrant, the Holder each agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Warrant (whether brought against the Company or the Holder or their
respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the
state and federal courts sitting in the City of New York. The Company and, by accepting this Warrant, the Holder each hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. The Company and, by
accepting this Warrant, the Holder each hereby irrevocably waives personal service of process and consents to process being served in
any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to it at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If the Company or the Holder shall commence an action, suit or proceeding to enforce any provisions
of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
13
f)
Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision
of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder including, without limitation,
any Notice of Exercise, shall be in writing and delivered personally, by email or sent by a nationally recognized overnight courier service,
addressed to the Company, at 2 Burlington Woods Drive, Suite 100 Burlington, MA 01803, Attention: Deina Walsh, CFO, email address: dwalsh@bonebiologics.com,
or such other email address or address as the Company may specify for such purposes by notice to the Holder. Any and all notices or other
communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by email, or sent
by a nationally recognized overnight courier service addressed to the Holder at the email address or address of the Holder appearing
on the books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest
of (i) the time of transmission, if such notice or communication is delivered via email at the email address set forth in this Section
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication
is delivered via email at the email address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any
notice provided by the Company hereunder constitutes, or contains, material, non-public information regarding the Company or any subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.
14
i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of
the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.
j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.
k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.
l)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on
the one hand, and the Holder of this Warrant, on the other hand.
m)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
n)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
********************
(Signature
Page Follows)
15
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
BONE
BIOLOGICS CORPORATION
By:
Name:
Title:
16
NOTICE
OF EXERCISE
To:
BONE BIOLOGICS CORPORATION
(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
☐ in
lawful money of the United States; or
☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The
Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
Name
of Investing Entity: ________________________________________________________________________
Signature
of Authorized Signatory of Investing Entity: _________________________________________________
Name
of Authorized Signatory: ___________________________________________________________________
Title
of Authorized Signatory: ____________________________________________________________________
Date:
________________________________________________________________________________________
EXHIBIT
B
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase
shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name:
(Please
Print)
Address:
(Please
Print)
Phone
Number:
Address:
Dated:
_______________ __, ______
Holder’s
Signature:
Holder’s
Address:
EX-5.1
6
ex5-1.htm
EX-5.1
Exhibit
5.1
June
24, 2025
Bone
Biologics Corporation
2
Burlington Woods Drive, Suite 100
Burlington,
MA 01803
Re:Registration
Statement on Form S-1
Ladies
and Gentlemen:
We
have acted as counsel to Bone Biologics Corporation, a Delaware corporation (the “Company”), in connection with the preparation
and filing with the Securities and Exchange Commission, pursuant to the Securities Act of 1933, as amended (the “Securities Act”),
of the Company’s Registration Statement on Form S-1, as amended (the “Registration Statement”).
The Registration Statement covers the best efforts public offering and sale (the “Offering”) of up to $15,375,000
of the following securities (the “Securities”):
1.shares
of common stock (“Shares”), par value $0.001 per share (the “Common Stock”);
2.pre-funded
warrants to purchase shares of Common Stock (the “Prefunded Warrants”);
3.shares
of Common Stock issuable upon exercise of the Prefunded Warrants (the “Prefunded Warrant
Shares”);
4.Series
D warrants to purchase shares of Common Stock (the “Series D Warrants”);
5.shares
of Common Stock issuable upon exercise of the Series D Warrants (the “Series D Warrant
Shares”);
6.Series
E warrants to purchase shares of Common Stock (the “Series E Warrants, together with
the Prefunded Warrants and the Series D Warrants, the “Warrants”);
7.shares
of Common Stock issuable upon exercise of the Series E Warrants (the “Series E Warrant
Shares,” together with the Prefunded Warrant Shares and the Series D Warrant Shares,
the “Warrant Shares”);
8.warrants
to purchase shares of Common Stock at an exercise price equal to 125% of the public offering
price per Common Stock and accompanying Common Warrant in the Offering (the “Placement
Agent Warrants”), to be issued to the placement agent for the Offering (the “Placement
Agent”);
9.shares
of Common Stock issuable upon exercise of the Placement Agent Warrants (the “Placement
Agent Warrant Shares”).
1600
BAUSCH & LOMB PLACE ROCHESTER, NY 14604-2711 PHONE: 585.232.6500 FAX: 585.232.2152
rochester,
ny • buffalo, ny • albany, ny • corning, ny • new york, ny
Bone
Biologics Corporation
June
24, 2025
Page
2
We
understand that (i) the Shares and Warrants will be issued to investors participating in the Offering either pursuant to the Registration
Statement or pursuant to that certain Securities Purchase Agreement between the Company and each purchaser party thereto, (the “Securities
Purchase Agreement”), and (ii) the Placement Agent Warrants will be issued to the Placement Agent pursuant to the Registration
Statement and the letter agreement between the Company and the Placement Agent dated March 11, 2025, as amended (the “Letter Agreement”).
In
connection with the foregoing, we have examined originals or copies of such corporate records of the Company, certificates and other
communications of public officials, certificates of officers of the Company and such other documents as we have deemed relevant or necessary
for the purpose of rendering the opinions expressed herein. As to questions of fact material to those opinions, we have, to the extent
we deemed appropriate, relied on certificates of officers of the Company and on certificates and other communications of public officials.
We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity
to authentic original documents of all documents submitted to us as copies thereof, the due authorization, execution and delivery by
the parties thereto other than the Company of all documents examined by us, and the legal capacity of each individual who signed any
of those documents. In addition, we have assumed that (a) each of the Securities Purchase Agreement, Warrants, and Placement Agent Warrants
(the “Transaction Documents”) will be duly executed and delivered by all parties thereto, (b) the Placement Agent has the
power, corporate or otherwise, to enter into and perform its obligations under the Letter Agreement and that the Letter Agreement will
be a valid and binding obligation of the Placement Agent, (c) there will not have occurred, prior to the date of the issuance of the
Warrant Shares and Placement Agent Warrant Shares: (i) any change in law affecting the validity or enforceability of the Warrants or
Placement Agent Warrants or (ii) any amendments to the Transaction Documents, (d) at the time of the issuance and sale of the Securities:
(i) the Company is validly existing and in good standing under the law of the State of Delaware, (ii) the Company has not amended its
certificate of incorporation or bylaws, (iii) the board of directors of the Company and any committee thereof has not taken any action
to amend, rescind or otherwise reduce its prior authorization of the issuance of the Securities, and (iv) the Company will receive consideration
in excess of par value for the issuance of the Shares, the Prefunded Warrant Shares, the Series D Warrant Shares, the Series E Warrant
Shares and the Placement Agent Warrant Shares, (e) the Registration Statement becomes and remains effective, and the prospectus which
is a part of the Registration Statement, and the prospectus delivery requirements with respect thereto, fulfill all of the requirements
of the Securities Act, throughout all periods relevant to the opinion, and (f) the Securities will be offered in the manner and on the
terms identified or referred to in the Registration Statement, including all amendments thereto.
Bone
Biologics Corporation
June
24, 2025
Page
3
Based
upon the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that:
1.the
Shares have been duly authorized for issuance and, when issued and paid for in the manner
described in the Registration Statement and Securities Purchase Agreement, will be validly
issued, fully paid and non-assessable;
2.the
Prefunded Warrants have been duly authorized for issuance and when issued, sold and delivered
by the Company in accordance with and in the manner described in the Registration Statement
and Securities Purchase Agreement, will be validly issued and will constitute a valid and
binding obligation of the Company, enforceable against the Company in accordance with its
terms;
3.the
Prefunded Warrant Shares have been duly authorized for issuance and, when issued, sold and
delivered by the Company upon valid exercise of the Prefunded Warrants and against receipt
of the exercise price therefor, in accordance with and in the manner described in the Registration
Statement, Securities Purchase Agreement, and Prefunded Warrants, will be validly issued,
fully paid and non-assessable;
4.the
Series D Warrants have been duly authorized for issuance and when issued, sold and delivered
by the Company in accordance with and in the manner described in the Registration Statement
and Securities Purchase Agreement, will be validly issued and will constitute a valid and
binding obligation of the Company, enforceable against the Company in accordance with its
terms;
5.the
Series D Warrant Shares have been duly authorized for issuance and, when issued, sold and
delivered by the Company upon valid exercise of the Series D Warrants and against receipt
of the exercise price therefor, in accordance with and in the manner described in the Registration
Statement, Securities Purchase Agreement, and Series D Warrants, will be validly issued,
fully paid and non-assessable;
6.the
Series E Warrants have been duly authorized for issuance and when issued, sold and delivered
by the Company in accordance with and in the manner described in the Registration Statement
and Securities Purchase Agreement, will be validly issued and will constitute a valid and
binding obligation of the Company, enforceable against the Company in accordance with its
terms;
7.the
Series E Warrant Shares have been duly authorized for issuance and, when issued, sold and
delivered by the Company upon valid exercise of the Series E Warrants and against receipt
of the exercise price therefor, in accordance with and in the manner described in the Registration
Statement, Securities Purchase Agreement, and Series E Warrants, will be validly issued,
fully paid and non-assessable;
Bone Biologics Corporation
June 24, 2025
Page 4
8.the
Placement Agent Warrants have been duly authorized for issuance and when issued, sold and
delivered by the Company in accordance with and in the manner described in the Registration
Statement, will be validly issued and will constitute a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms; and
9.the
Placement Agent Warrant Shares have been duly authorized for issuance and, when issued, sold
and delivered by the Company upon valid exercise of the Placement Agent Warrants and against
receipt of the exercise price therefor, in accordance with and in the manner described in
the Registration Statement and the Placement Agent Warrants, will be validly issued, fully
paid and non-assessable.
The
opinions rendered in paragraphs 2, 4, 6 and 8 above are subject to (i) bankruptcy, insolvency, moratorium, fraudulent conveyance, fraudulent
transfer and other similar laws affecting the rights and remedies of creditors generally, and (ii) constitutional and public policy limitations
and general principles of equity (regardless of whether enforcement may be sought in a proceeding in equity or at law). In addition,
we express no opinion as to: the right to collect any payment to the extent that such payment constitutes a penalty, premium, forfeiture
or late payment charge; the enforceability of the governing law, consent to jurisdiction and forum selection provisions contained in
any of the Transaction Documents; waivers of right to trial by jury or defense; or any purported right of indemnification or exculpation
with respect to illegal acts, intentional torts, violation of securities laws, negligence or willful misconduct.
The
opinions expressed herein are limited exclusively to the applicable provisions of the Delaware General Corporate Law and the law of the
State of New York as currently in effect, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
This
opinion letter has been prepared in accordance with the customary practice of lawyers who regularly give, and lawyers who regularly advise
opinion recipients concerning, opinions of the type contained herein.
This
opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not
explicitly addressed herein from any matter stated in this letter.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm under the caption
“Legal Matters” in the prospectus contained in the Registration Statement. In giving such consent, we do not hereby admit
that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations
thereunder. This opinion is rendered to you as of the date hereof and we assume no obligation to advise you or any other person hereafter
with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even though
the change may affect the legal analysis or legal conclusion or other matters in this letter.
Very
truly yours,
/s/ Harter Secrest & Emery LLP
EX-10.19
7
ex10-19.htm
EX-10.19
Exhibit
10.19
SECURITIES
PURCHASE AGREEMENT
This
Securities Purchase Agreement (this “Agreement”) is dated as of [_____], 2025, between Bone Biologics Corporation,
a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including
its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities
Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires
to purchase from the Company, securities of the Company as more fully described in this Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE
I.
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:
“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5.
“Action”
shall have the meaning ascribed to such term in Section 3.1(j).
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Beneficial
Ownership Limitation” shall have the meaning ascribed to such term in Section 2.1.
“BHCA”
shall have the meaning ascribed to such term in Section 3.1(nn).
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
open for use by customers on such day.
1
“Closing”
means the closing of the purchase and sale of the Shares and Warrants pursuant to Section 2.1.
“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Shares and Warrants, in each case, have been satisfied or waived, but in no event later than the first (1st)
Trading Day following the date hereof (or the (2nd) Trading Day following the date hereof if this Agreement is signed on a day that is
not a Trading Day or after 4:00 p.m. (New York City time) and before midnight (New York City time) on a Trading Day).
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is
at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Common
Warrant Shares” means the shares of Common Stock issuable upon exercise of the Common Warrants.
“Common
Warrants” means, collectively, the Series D Warrants and the Series E Warrants.
“Company
Counsel” means Harter Secrest & Emery LLP, with offices located at 1600 Bausch & Lomb Place, Rochester, NY 14604.
“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.
“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the
date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight
(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date
hereof, unless otherwise instructed as to an earlier time by the Placement Agent.
“Environmental
Laws” shall have the meaning ascribed to such term in Section 3.1(m).
2
“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant
to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority
of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) warrants
to the Placement Agent in connection with the transactions pursuant to this Agreement and any shares of Common Stock upon exercise of
the warrants to the Placement Agent, if applicable, and/or shares of Common Stock upon the exercise or exchange of or conversion of any
Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued
and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to
increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other
than in connection with stock splits or combinations) or to extend the term of such securities, (c) securities issued pursuant to acquisitions
or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued
as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of
any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such
issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company
or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits
in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for
the purpose of raising capital or to an entity whose primary business is investing in securities and (d) up to $[__] of Shares and Warrants
issued to other purchasers pursuant to the Prospectus concurrently with the Closing at the Per Share Purchase Price, less the aggregate
Subscription Amount pursuant to this Agreement.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“FDA”
shall have the meaning ascribed to such term in Section 3.1(ii).
“FDCA”
shall have the meaning ascribed to such term in Section 3.1(ii).
“Federal
Reserve” shall have the meaning ascribed to such term in Section 3.1(nn).
“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).
“GDPR”
shall have the meaning ascribed to such term in Section 3.1(pp).
“Hazardous
Materials” shall have the meaning ascribed to such term in Section 3.1(m).
3
“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(aa).
“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).
“IT
Systems and Data” shall have the meaning ascribed to such term in Section 3.1(kk).
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Lock-Up
Agreements” means the Lock-Up Agreements, dated as of the date hereof, by and among the Company and the directors and officers
of the Company, in the form of Exhibit B attached hereto.
“Lowenstein
Sandler” means Lowenstein Sandler LLP, with offices located at 1251 Avenue of the Americas, New York, New York 10020.
“Material
Adverse Effect” shall have the meaning ascribed to such term in Section 3.1(b).
“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(n).
“Money
Laundering Laws” shall have the meaning ascribed to such term in Section 3.1(oo).
“OFAC”
shall have the meaning ascribed to such term in Section 3.1(ll).
“Per
Share Purchase Price” equals $[__], subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing Date, provided
that the purchase price per Pre-Funded Warrant shall be the Per Share Purchase Price minus $0.001.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Personal
Data” shall have the meaning ascribed to such term in Section 3.1(pp).
“Pharmaceutical
Product” shall have the meaning ascribed to such term in Section 3.1(ii).
“Placement
Agent” means H.C. Wainwright & Co., LLC.
4
“Pre-Funded
Warrant Shares” means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
“Pre-Funded
Warrants” means, collectively, the pre-funded Common Stock purchase warrants delivered to the Purchasers at the Closing in
accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and will expire when exercised in full,
in the form of Exhibit A-1 attached hereto.
“Preliminary
Prospectus” means any preliminary prospectus included in the Registration Statement, as originally filed or as part of any
amendment thereto, or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities
Act, including all information, documents and exhibits filed with or incorporated by reference into such preliminary prospectus.
“Pricing
Prospectus” means (i) the Preliminary Prospectus relating to the Securities that was included in the Registration Statement
immediately prior to [___] (New York City time) on the date hereof, and (ii) any free writing prospectus (as defined in the Securities
Act) identified on Schedule I hereto, taken together.
“Privacy
Law” shall have the meaning ascribed to such term in Section 3.1(pp).
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Prospectus”
means the final prospectus filed pursuant to the Registration Statement, including all information, documents and exhibits filed with
or incorporated by reference into such final prospectus.
“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.
“Registration
Statement” means the effective registration statement on Form S-1 with the Commission (File No. 333-[______]), including all
information, documents and exhibits filed with or incorporated by reference into such registration statement, as amended from time to
time, which registers the sale of the Securities to the Purchasers, and includes any Rule 462(b) Registration Statement.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
5
“Rule
462(b) Registration Statement” means any registration statement prepared by the Company registering additional Securities,
which was filed with the Commission on or prior to the time at which sales of the Shares and Warrants were confirmed and became automatically
effective pursuant to Rule 462(b) promulgated by the Commission pursuant to the Securities Act.
“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).
“Securities”
means the Shares, the Warrants and the Warrant Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Series
D Warrant Shares” means the shares of Common Stock issuable upon exercise of the Series D Warrants.
“Series
E Warrant Shares” means the shares of Common Stock issuable upon exercise of the Series E Warrants.
“Series
D Warrants” means, collectively, the Series D Common Stock purchase warrants delivered to the Purchasers at the Closing in
accordance with Section 2.2(a) hereof, which Series D Warrants shall be exercisable [on and after the Stockholder Approval Date]1
and have a term of exercise equal to five (5) years after the initial exercise date, in the form of Exhibit A-1 attached hereto.
“Series
E Warrants” means, collectively, the Series E Common Stock purchase warrants delivered to the Purchasers at the Closing in
accordance with Section 2.2(a) hereof, which Series E Warrants shall be exercisable [on and after the Stockholder Approval Date]2
and have a term of exercise equal to eighteen (18) months after the initial exercise date, in the form of Exhibit A-2 attached
hereto.
“Shares”
means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing shares of Common Stock).
[“Stockholder
Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market LLC (or
any successor entity) from the stockholders of the Company with respect to the issuance of all the Common Warrants and the Common Warrant
Shares upon the exercise thereof.
“Stockholder
Approval Date” means the date on which Stockholder Approval is received and deemed effective under Delaware law.]3
1
Replace bracketed language with “immediately” if
(i) the Per Share Purchase Price equals or exceeds the sum of (a) the applicable “Minimum Price” per share under Nasdaq rule
5635(d) and (b) $0.125 per whole Common Warrant Share or (ii) if the Offering is treated as a public offering under Nasdaq rule 5635.
2
Replace bracketed language with “immediately” if (i) the Per Share Purchase Price equals or exceeds the sum of (a)
the applicable “Minimum Price” per share under Nasdaq rule 5635(d) and (b) $0.125 per whole Common Warrant Share or (ii)
if the Offering is treated as a public offering under Nasdaq rule 5635.
3
Delete bracketed language if (i) the Per Share Purchase Price equals or exceeds the sum of (a) the applicable “Minimum Price”
per share under Nasdaq rule 5635(d) and (b) $0.125 per whole Common Warrant Share or (ii) if the Offering is treated as a public offering
under Nasdaq rule 5635.
6
“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares, Pre-Funded Warrants (if applicable) and Common
Warrants purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading
“Subscription Amount,” in United States dollars and in immediately available funds (excluding for the avoidance of doubt,
if applicable, a Purchaser’s aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such
Pre-Funded Warrants are exercised for cash).
“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York
Stock Exchange (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the Warrants, the Lock-Up Agreements, all exhibits and schedules thereto and hereto and any
other documents or agreements executed in connection with the transactions contemplated hereunder.
“Transfer
Agent” means Equiniti Trust Company, the current transfer agent of the Company, with a mailing address of EQ Shareowner Services,
PO Box 64874, St Paul, MN 55164-0874, and any successor transfer agent of the Company.
“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.12(b).
“Warrants”
means, collectively, the Common Warrants and the Pre-Funded Warrants.
“Warrant
Shares” means, collectively, the Common Warrant Shares and the Pre-Funded Warrant Shares.
7
ARTICLE
II.
PURCHASE AND SALE
2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the
Purchasers, severally and not jointly, agree to purchase, an aggregate of $[__________]of Shares and Warrants; provided, however, that
to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates,
and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in
excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares, such Purchaser
may elect, by so indicating such election prior to their issuance, to purchase Pre-Funded Warrants in lieu of Shares in such manner to
result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation”
shall be 4.99% (or, with respect to each Purchaser, at the election of such Purchaser at Closing, 9.99%) of the number of shares of the
Common Stock outstanding immediately after giving effect to the issuance of the Shares on the Closing Date. In each case, the election
to receive Pre-Funded Warrants is solely at the option of the Purchaser. Each Purchaser’s Subscription Amount as set forth on the
signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the
Company or its designee (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and
addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt
of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor
shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Each Purchaser acknowledges that, concurrently
with the Closing and pursuant to the Prospectus, the Company may sell up to $[____] of Shares and Warrants to purchasers not party to
this Agreement, less the aggregate Subscription Amount pursuant to this Agreement, and will issue to such purchasers such shares of Common
Stock and Common Warrants and/or Prefunded Warrants and Common Warrants in the same form and at the same Per Share Purchase Price. The
Company shall deliver to each Purchaser its respective Shares and Warrants as determined pursuant to Section 2.2(a), and the Company
and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants
and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Lowenstein Sandler or such other location
as the parties shall mutually agree (including remotely by electronic transfer of the Closing documentation). Notwithstanding anything
herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser,
through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells
to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement
Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company),
be deemed to be unconditionally bound to purchase, and the Company shall be deemed to be unconditionally bound to sell, such Pre-Settlement
Shares at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior
to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby
acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during
the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares
of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. Notwithstanding
the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered on or prior to 4:00 p.m. (New
York City time) on the Trading Day immediately prior to the Closing Date, which may be delivered at any time after the time of execution
of this Agreement, the Company agrees to deliver the Pre-Funded Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City
time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Pre-Funded Warrants) for purposes
hereunder. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment”.
8
2.2
Deliveries.
(a)
On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser, unless
otherwise noted, the following:
(i)
this Agreement duly executed by the Company;
(ii)
a legal opinion of Company Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to
the Placement Agent and Purchasers;
(iii)
the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the
Chief Executive Officer or Chief Financial Officer;
(iv)
a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The
Depository Trust Company Deposit or Withdrawal at Custodian system Shares equal to such Purchaser’s Subscription Amount divided
by the Per Share Purchase Price (minus the number of shares of Common Stock issuable upon exercise of such Purchaser’s Pre-Funded
Warrants, if applicable) registered in the name of such Purchaser;
(v)
if applicable, for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such
Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable
to Pre-Funded Warrants divided by the Per Share Purchase Price minus $0.001, with an exercise price equal to $0.001 per share of Common
Stock, subject to adjustment therein;
(vi)
a Series D Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the
sum of such Purchaser’s Shares and Prefunded Warrant Shares on the date hereof, with an exercise price equal to $[___] per share
of Common Stock, subject to adjustment therein;
(vii)
a Series E Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of the
sum of such Purchaser’s Shares and Prefunded Warrant Shares on the date hereof, with an exercise price equal to $[___] per share
of Common Stock, subject to adjustment therein;
9
(viii)
on the date hereof, to the Placement Agent the duly executed Lock-Up Agreements; and
(ix)
the Pricing Prospectus and the Prospectus (which will be deemed to be delivered in accordance with Rule 172 under the Securities Act).
(b)
On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following:
(i)
this Agreement duly executed by such Purchaser; and
(ii)
such Purchaser’s Subscription Amount (minus, if applicable, such Purchaser’s aggregate exercise price of the Pre-Funded Warrants,
which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for “Delivery
Versus Payment” settlement with the Company or its designee.
2.3
Closing Conditions.
(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless
such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to
the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);
(ii)
all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and
(iii)
the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b)
The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless
such representation or warranty is as of a specific date therein in which case they shall be accurate in all material respects (or, to
the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);
10
(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(v)
from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities
nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such
magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of
such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.
ARTICLE
III.
REPRESENTATIONS AND WARRANTIES
3.1
Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall
be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the
corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:
(a)
Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company
owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and
all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and
free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references
to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.
11
(b)
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any
Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or
other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction
Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in
any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.
(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no
further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith
other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been
(or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will
constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as
limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.
(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by
which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and
(iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.
12
(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the waivers
of the preemptive rights set forth in (A) that certain Amended and Restated Employment Agreement, dated January 1, 2024, between the
Company and Jeffrey Frelick and (B) that certain Employment Agreement, dated December 17, 2021, as amended, between the Company and Deina
Walsh, which are in full force and effect and (ii)(A) the filings required pursuant to Section 4.4 of this Agreement, (B) the filing
with the Commission of the Prospectus, (C) the notice and/or application(s) to each applicable Trading Market for the issuance and sale
of the Securities and the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, (D) such
filings as are required to be made under applicable state securities laws [and (E) the Stockholder Approval]4 ((A)-[(D)/(E)]5,
collectively, the “Required Approvals”).
(f)
Issuance of the Securities; Registration. The Shares are duly authorized and, when issued and paid for in accordance with the
applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed
by the Company. The Warrant Shares are duly authorized and when issued against the payment of the applicable exercise price in accordance
with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this
Agreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the
Securities Act, which became effective on [_________], 2025, including the Pricing Prospectus and the Prospectus, and such amendments
and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities
Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of
the Pricing Prospectus or the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or,
to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission,
shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto
became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed
and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
and the Pricing Prospectus and the Prospectus and any amendments or supplements thereto, at the time the Pricing Prospectus or the Prospectus,
as applicable, or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material
respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form S-1.
4
Delete bracketed language if (i) the Per Share Purchase Price equals or exceeds the sum of (a) the applicable “Minimum Price”
per share under Nasdaq rule 5635(d) and (b) $0.125 per whole Common Warrant Share or (ii) if the Offering is treated as a public offering
under Nasdaq rule 5635.
5
Delete bracketed language and (E) if footnote 4 language is deleted. Delete bracketed language and (D) if footnote 4 language is
kept.
13
(g)
Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule
3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as
of the date hereof. Except as set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently
filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s
stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans
and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic
report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right
to participate in the transactions contemplated by the Transaction Documents, other than the preemptive rights set forth in (A) that
certain Amended and Restated Employment Agreement, dated June January 1, 2024, between the Company and Jeffrey Frelick and (B) that certain
Employment Agreement, as amended, dated December 17, 2021, between the Company and Deina Walsh, which have been irrevocably waived in
relation to the Registration Statement and offer of Securities thereunder. Except as a result of the purchase and sale of the Securities
and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or
giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts,
commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares
of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate
the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There are
no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange
or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding
securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the
Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements
or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued,
fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding
shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval
or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There
are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which
the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
14
(h)
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
two (2) years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Pricing Prospectus
and the Prospectus being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a
valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their
respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act,
as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. Except as set forth in Schedule 3.1(h), the Company has never been an issuer subject to Rule 144(i)
under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable
accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent
basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the
notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all
material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end
audit adjustments.
(i)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has
had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice
and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings
made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend
or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any
shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company equity compensation plans. The Company does not have pending before the Commission any request for confidential treatment
of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no
event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with
respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition
that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed
made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.
15
(j)
Litigation. Except as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding
or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their
respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) (collectively, an “Action”). None of the Actions set forth on Schedule 3.1(j), (i) adversely
affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if
there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any
Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability
under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company,
there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or
officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration
statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.
(k)
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third
party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local
and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,
except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.
16
(l)
Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that
has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor
has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound
(whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator
or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental
authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational
health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be
expected to result in a Material Adverse Effect.
(m)
Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating
to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface
strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or
toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well
as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders,
permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have
received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses;
and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and
(iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
(n)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or
modification of any Material Permit.
(o)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment
of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of
which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries
are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.
17
(p)
Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which
the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None
of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights
has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date
of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included
within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe
upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge
of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any
of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Company has no knowledge of any facts that would preclude it from having
valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable
to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.
(q)
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage of $7.5 million. Neither the Company nor any Subsidiary has any reason
to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business without a significant increase in cost.
(r)
Transactions With Affiliates and Employees. None of the officers or directors of the Company or any Subsidiary and, to the knowledge
of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any
Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of
money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge
of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for
services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock
option agreements under any stock option plan of the Company.
18
(s)
Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements
of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof and as of the Closing Date, and any and all applicable
rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The
Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions
are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared
with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the
Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company
and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the
Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the
disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed
periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently
filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls
and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal
control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially
affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.
(t)
Certain Fees. Except as set forth in the Prospectus, no brokerage or finder’s fees or commissions are or will be payable
by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or
other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with
respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section
that may be due in connection with the transactions contemplated by the Transaction Documents.
19
(u)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.
(v)
Registration Rights. Except as set forth on Schedule 3.1(v), no Person has any right to cause the Company or any Subsidiary
to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.
(w)
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and
the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration, except as set forth on Schedule 3.1(w). Except as set forth on Schedule 3.1(w), the Company has not,
in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or
quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Except
as set forth on Schedule 3.1(w), the Company is, and has no reason to believe that it will not in the foreseeable future continue
to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer
through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to
the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.
(x)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the
laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company
fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of
the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
(y)
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or
counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands
and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All
of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective
businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does
not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made
therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company
during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes
or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set
forth in Section 3.2 hereof.
20
(z)
No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market
on which any of the securities of the Company are listed or designated.
(aa)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt
by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature, (ii) except as set forth in Schedule 3.1(aa), the Company’s assets do not constitute
unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking
into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements
and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive,
were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts
on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its
ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).
The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth
as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or
any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed
money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties,
endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected
in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments
for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments
in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in
default with respect to any Indebtedness.
21
(bb)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income
and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii)
has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material
taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no
basis for any such claim.
(cc)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any
agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful
payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf
of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.
(dd)
Accountants. The Company’s independent registered public accounting firm is Weinberg & Company, P.A.. To the knowledge
and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall
express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year
ending December 31, 2025.
(ee)
No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated
by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company
is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any
of its obligations under any of the Transaction Documents.
(ff)
Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or
any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby
is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s
decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the
transactions contemplated hereby by the Company and its representatives.
22
(gg)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere
herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.14 hereof), it is understood and acknowledged by the Company
that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling,
long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to
hold the Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including,
without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement
transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties
in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short”
position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s
length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more
Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without
limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and
(z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests in the Company at and
after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities
do not constitute a breach of any of the Transaction Documents.
(hh)
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any
of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement
of the Securities.
23
(ii)
FDA. As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under
the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured,
packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical
Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed
by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration,
investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices,
good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure
to be in compliance would not have a Material Adverse Effect. There is no pending, completed or, to the Company’s knowledge, threatened,
action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation)
against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter
or other communication from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration,
or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and
promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws
or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical
hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company
or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction with the Company or any of
its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by the Company or any of its Subsidiaries,
and which, either individually or in the aggregate, would have a Material Adverse Effect. The properties, business and operations of
the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations
of the FDA. The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United
States of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed any concern as to approving
or clearing for marketing any product being developed or proposed to be developed by the Company.
(jj)
Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance
with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the
Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the
Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company
policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the
release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or
prospects.
(kk)
Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any
Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective
customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,
“IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of
any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and
Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders,
rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations
relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use,
access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii)
the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material
confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company
and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.
24
(ll)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).
(mm)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within
the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.
(nn)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company
Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly,
five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total
equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its
Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject
to the BHCA and to regulation by the Federal Reserve.
(oo)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
25
(pp)
Compliance with Data Privacy Laws. In the ordinary course of business, the Company and each Subsidiary does not maintain any Personal
Data and takes commercially reasonable steps to ensure that third-party service providers that do maintain Personal Data on behalf of
the Company and each Subsidiary maintains all such Personal Data in accordance with all applicable state, federal and foreign data privacy
and security laws and regulations, including, without limitation, the European Union General Data Protection Regulation (“GDPR”)
(EU 2016/679) (collectively, “Privacy Laws”). “Personal Data” means (i) a natural person’s
name, street address, telephone number, email address, photograph, social security number, bank information, or customer or account number;
(ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act,
as amended; (iii) “personal data” as defined by GDPR; and (iv) any other piece of information that allows the identification
of such natural person, or his or her family, or permits the collection or analysis of any identifiable data related to an identified
person’s health or sexual orientation. Except as would not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect, each of the Company and each Subsidiary (i) to the knowledge of the Company, since January 1, 2024, has not,
nor reasonably suspects that it has, been subject to any material unauthorized access, acquisition, disclosure or other security breaches
with respect to any Personal Data, and has not been required pursuant to any applicable law to provide any written notices to any Person
in connection with any such breach (nor has the Company or any Subsidiary provided any such notice), and (ii) has not been party to any
Action or Proceeding, or to the knowledge of the Company, otherwise received any complaints, notices or threat of an Action or Proceeding,
conducted or asserted by any other Person (including any governmental agency) regarding any (x) collection, storage, sharing, transfer,
disposition, protection, processing or other use of any Personal Data, or (y) violation of any Privacy Law.
3.2
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and
warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case
they shall be accurate as of such date):
(a)
Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance
by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to
which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,
will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law.
(b)
Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct
or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this
representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or
otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the
ordinary course of its business.
26
(c)
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each
date on which it exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
(a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional buyer” as
defined in Rule 144A(a) under the Securities Act.
(d)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
(e)
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including
all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the
Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that
is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither
the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect
to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes
any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public
information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the
Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to
such Purchaser.
(f)
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has
not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any
purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser
first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material
terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,
in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of
such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers
managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion
of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other
than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,
directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of
all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding
the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions,
with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
27
The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order
to effect Short Sales or similar transactions in the future.
ARTICLE
IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to
cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant
to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any
subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available
for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration
statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again
and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability
of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities
laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance
or resale of the Warrant Shares effective during the term of the Warrants.
4.2
Furnishing of Information. Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired,
the Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely
file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company
after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange
Act.
4.3
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security
(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the
rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction
unless shareholder approval is obtained before the closing of such subsequent transaction.
28
4.4
Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material
terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits
thereto, with the Commission within the time required by the Exchange Act, provided that the Company shall not be required to file such
a Current Report on Form 8-K if the Transaction Documents have been previously filed with the Commission as exhibits to a pre-effective
or post-effective amendment to the Registration Statement. From and after the issuance of such press release, the Company represents
to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the
Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without
limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective
upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations
under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,
employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Purchasers or any
of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that
each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and each
Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and
neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior
consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect
to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required
by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser
in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except
(a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to
the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with
prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure.
4.5
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under
the Transaction Documents or under any other agreement between the Company and the Purchasers.
29
4.6
Non-Public Information. Except with respect to the material pricing terms of the transactions contemplated by the Transaction
Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting
on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes
constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such
information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each
Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company,
any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public
information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall
not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees,
Affiliates or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of
their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade
on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent
that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the
Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant
to a Current Report on Form 8-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant
in effecting transactions in securities of the Company.
4.7
Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder to fund clinical trials, maintain
and extend its patent portfolio and for working capital and other general corporate purposes and shall not use such proceeds: (a) for
the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s
business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any
outstanding litigation or (d) in violation of FCPA or OFAC regulations.
4.8
Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser
and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any
and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in
settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or
incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company
in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or
any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect
to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such
Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings
such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws
or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct).
If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such
Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with
counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate
counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Purchaser Party except to the extent that (x) the employment thereof has been specifically authorized by the Company in writing,
(y) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (z) in such action there
is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position
of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such
separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (1) for any settlement by a Purchaser Party
effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (2) to the extent,
but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations,
warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification
required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or are incurred; provided, that if any Purchaser Party is finally judicially determined not to be entitled
to indemnification or payment under this Section 4.8, such Purchaser Party shall promptly reimburse the Company for any payments that
are advanced under this Section. The indemnity agreements contained herein shall be in addition to any cause of action or similar right
of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.
30
4.9
Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep
available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company
to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.
4.10
Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock
on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all
of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on such
Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will
then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of
the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take
all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees
to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing
corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing
corporation in connection with such electronic transfer. [In addition, the Company shall hold an annual or special meeting of stockholders
on or prior to the date that is ninety (90) days following the Closing Date for the purpose of obtaining Stockholder Approval, with the
recommendation of the Company’s Board of Directors that such proposals are approved, and the company shall solicit proxies from
its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management
appointed proxyholders shall vote their proxies in favor of such proposals. If the company does not obtain Stockholder Approval at the
first meeting, the Company shall call a meeting every ninety (90) days thereafter to seek Stockholder Approval until the earlier of the
date on which Stockholder Approval is obtained or the Common Warrants are no longer outstanding.]6
4.11
[RESERVED]
4.12
Subsequent Equity Sales.
(a)
From the date hereof until sixty (60) days following the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter
into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or
(ii) file any registration statement or any amendment or supplement thereto, in each case other than the filing a registration statement
on Form S-8 in connection with any employee compensation plan.
(b)
From the date hereof until the one (1) year anniversary of the Closing Date, the Company shall be prohibited from effecting or entering
into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a
combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction
in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or
include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other
price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the
initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset
at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events
directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction
under, any agreement, including, but not limited to, an equity line of credit or an “at-the-market” facility, whereby the
Company may issue securities at a future determined price, regardless of whether shares pursuant to such agreement have actually been
issued and regardless of whether such agreement is subsequently canceled; provided, however, that, following the restrictive
period set forth in Section 4.12(a) above, the entry into and/or issuance of shares of Common Stock in an “at-the-market”
facility with the Placement Agent as sales agent shall not be deemed a Variable Rate Transaction. Any Purchaser shall be entitled to
obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect
damages.
6
Delete bracketed language if (i) the Per Share Purchase Price equals or exceeds the sum of (a) the applicable “Minimum Price”
per share under Nasdaq rule 5635(d) and (b) $0.125 per whole Common Warrant Share or (ii) if the Offering is treated as a public offering
under Nasdaq rule 5635.
31
(c)
Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction
shall be an Exempt Issuance.
4.13
Equal Treatment of Purchasers. No consideration (including any modification of this Agreement) shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered
to all of the parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser
by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall
not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of
Securities or otherwise.
4.14
Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that
neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at
such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as
described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the
transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described
in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included
in the Disclosure Schedules (other than as disclosed to its legal and other representatives). Notwithstanding the foregoing and notwithstanding
anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation,
warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the
transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section
4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance
with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced
pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty
not to trade in the securities of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors,
employees, Affiliates or agent, including, without limitation, the Placement Agent after the issuance of the initial press release as
described in Section 4.4. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby
separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge
of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set
forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision
to purchase the Securities covered by this Agreement.
32
4.15
Exercise Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required
of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required
of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to
exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms,
conditions and time periods set forth in the Transaction Documents.
4.16
Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except
to extend the term of the lock-up period, and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If
any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use commercially reasonable
efforts to seek specific performance of the terms of such Lock-Up Agreement.
4.17
Capital Changes. Until the one year anniversary of the date hereof, the Company shall not undertake a reverse or forward stock
split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the
Shares, other than a reverse stock split that is required, in the good faith determination of the Board of Directors, to maintain the
listing of the Common Stock on the Trading Market.
ARTICLE
V.
MISCELLANEOUS
5.1
Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without
any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the
Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,
that no such termination will affect the right of any party to sue for any breach by any other party (or parties).
5.2
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,
without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice
delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.
5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Pricing Prospectus and the
Prospectus, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such
documents, exhibits and schedules.
33
5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is
delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New
York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered
via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent
that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the
Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form
8-K.
5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares and the Pre-Funded
Warrants based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case
of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification
or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of at least 50.1% in interest of
such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to
any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any
subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party
to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately,
materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the
other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with
this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.
5.6
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.
5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent
of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom
such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the
transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”
34
5.8
No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations, warranties and
covenants of the Company in this agreement and the representations, warranties and covenants of the Purchasers in this Agreement. This
Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section
5.8.
5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient
venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction
Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall
be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Action or Proceeding.
5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery
(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method, such signature shall be deemed
to have been duly and validly delivered and shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.
35
5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
5.13
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may
rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election
in whole or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission
of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded
exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and
the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance
of a replacement warrant certificate evidencing such restored right).
5.14
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.
5.15
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that
a remedy at law would be adequate.
5.16
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by
or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,
without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not occurred.
36
5.17
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way
acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each
Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of
this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional
party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation
of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to
communicate with the Company through the legal counsel of the Placement Agent. The legal counsel of the Placement Agent does not represent
any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms
and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers.
It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between
the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.
5.18
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts
have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.
5.19
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
5.20
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the
date of this Agreement.
5.21
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature
Pages Follow)
37
IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
BONE
BIOLOGICS CORPORATION
Address
for Notice:
By:
Name:
E-Mail:
Title:
With
a copy to (which shall not constitute notice):
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGE FOR PURCHASER FOLLOWS]
38
[PURCHASER
SIGNATURE PAGES TO BBLG SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
Name
of Purchaser: ________________________________________________________
Signature
of Authorized Signatory of Purchaser: _________________________________
Name
of Authorized Signatory: _______________________________________________
Title
of Authorized Signatory: ________________________________________________
Address of Authorized Signatory:_________________________________________
Address
for Notice to Purchaser:
Address
for Delivery of Warrants to Purchaser (if not same as address for notice):
Subscription
Amount: $_________________
Shares:
_________________
Pre-Funded
Warrants: _______________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%
Series
D Warrants: _____________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%
Series
E Warrants: _____________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%
EIN
Number: _______________________
☐
Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to
purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the
Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii)
the Closing shall occur on the first (1st) Trading Day following the date of this Agreement (or the (2nd) Trading Day following the date
of this Agreement if it is signed on a day that is not a Trading Day or after 4:00 p.m. (New York City time) and before midnight (New
York City time) on a Trading Day) and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by
clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or
purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the
above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such
other party on the Closing Date.
[SIGNATURE
PAGES CONTINUE]
39
EX-23.1
8
ex23-1.htm
EX-23.1
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in this Registration Statement on Form S-1 (File No. 333-___) of our report dated February
26, 2025, relating to the consolidated financial statements of Bone Biologics Corporation as of and for the years ending December 31,
2024 and 2023 (which report includes an explanatory paragraph regarding substantial doubt about the Company’s ability to continue
as a going concern) included in Bone Biologics Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31,
2024, filed with the Securities and Exchange Commission. We also consent to the reference to our firm under the caption “Experts”
in such Registration Statement and related Prospectus.
/s/Weinberg
& Company, P.A.
Los
Angeles, California
June
24, 2025
EX-FILING FEES
9
ex107.htm
EX-FILING FEES
0001419554
EX-FILING FEES
0001419554
2025-06-17
2025-06-17
0001419554
1
2025-06-17
2025-06-17
0001419554
2
2025-06-17
2025-06-17
0001419554
3
2025-06-17
2025-06-17
0001419554
4
2025-06-17
2025-06-17
0001419554
5
2025-06-17
2025-06-17
0001419554
6
2025-06-17
2025-06-17
0001419554
7
2025-06-17
2025-06-17
0001419554
8
2025-06-17
2025-06-17
0001419554
9
2025-06-17
2025-06-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
EXHIBIT
107
Calculation
of Filing Fee Tables
FORM
S-1
(Form
Type)
BONE
BIOLOGICS CORPORATION
(Exact
name of registrant as specified in its charter)
Table
1: Newly Registered Securities
Fees
Previously Paid
Security Type
Security Class Title(1)
Fee Calculation Rule
Amount Registered
Proposed Maximum Offering Price Per Unit
Maximum Aggregate Offering Price(2)
Fee Rate
Amount of Registration Fee
Fees to Be Paid
Equity
Common Stock, par value $0.001 per share
457(o)
—
—
$5,000,000(3)
$0.0001531
$765.50
Fees to Be Paid
Equity
Pre-Funded Warrants to purchase shares of Common Stock(4)
Other
—
—
—
0.0001531—
—
Fees to Be Paid
Equity
Common Stock Underlying Pre-Funded Warrants
457(o)
—
—
—(3)
0.0001531—
—
Fees to Be Paid
Equity
Series D Warrants to purchase shares of Common Stock(4)
Other
—
—
—
0.0001531—
—
Fees to Be Paid
Equity
Common Stock Underlying Series D Warrants
457(o)
—
—
$5,000,000
$0.0001531
$765.50
Fees to Be Paid
Equity
Series E Warrants to purchase shares of Common Stock(4)
Other
—
—
—
0.0001531—
—
Fees to Be Paid
Equity
Common Stock Underlying Series E Warrants
457(o)
—
—
$5,000,000
$0.0001531
$765.50
Fees to Be Paid
Equity
Placement Agent Warrants to purchase Common Stock(4)
Other
—
—
—
0.0001531—
—
Fees to Be Paid
Equity
Common Stock Underlying Placement Agent Warrants(5)
457(o)
—
—
$375,000
$0.0001531
$57.41
Total Offering Amounts
$15,375,000
$2,353.91
Total Fees Previously Paid
$—
Total Fee Offsets
—
Net Fee Due
$2,353.91
(1)
Pursuant
to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares
of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
(2)
Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended
(the “Securities Act”).
(3)
The
proposed maximum aggregate offering price of the common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar
basis based on the offering price of any pre-funded warrants sold in the offering, and, as such, the proposed maximum aggregate offering
price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants),
if any, is $5,000,000.
(4)
Pursuant
to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered
in the same registration statement as the common stock issuable upon exercise of the warrants.
(5)
The
Placement Agent Warrants are exercisable for a number of shares of common stock equal to 6% of the shares of common stock sold in
this offering (including the shares of common stock issuable upon the exercise of the pre-funded warrants), at an exercise price
equal to 125% of the public offering price per share and accompanying warrant.
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10
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Submission | Jun. 17, 2025 |
|---|---|
| Submission [Line Items] | |
| Central Index Key | 0001419554 |
| Registrant Name | BONE BIOLOGICS CORPORATION |
| Form Type | S-1 |
| Submission Type | S-1 |
| Fee Exhibit Type | EX-FILING FEES |
Offerings | Jun. 17, 2025 USD ($) |
|---|---|
| Offering: 1 | |
| Offering: | |
| Fee Previously Paid | false |
| Rule 457(o) | true |
| Security Type | Equity |
| Security Class Title | Common Stock, par value $0.001 per share |
| Maximum Aggregate Offering Price | $ 5,000,000 |
| Fee Rate | 0.01531% |
| Amount of Registration Fee | $ 765.50 |
| Offering Note | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactionsEstimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”)The proposed maximum aggregate offering price of the common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants sold in the offering, and, as such, the proposed maximum aggregate offering price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants), if any, is $5,000,000. |
| Offering: 2 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Pre-Funded Warrants to purchase shares of Common Stock |
| Maximum Aggregate Offering Price | $ 0 |
| Fee Rate | 0.01531% |
| Amount of Registration Fee | $ 0 |
| Offering Note | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactionsEstimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”)Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the common stock issuable upon exercise of the warrants. |
| Offering: 3 | |
| Offering: | |
| Fee Previously Paid | false |
| Rule 457(o) | true |
| Security Type | Equity |
| Security Class Title | Common Stock Underlying Pre-Funded Warrants |
| Maximum Aggregate Offering Price | $ 0 |
| Fee Rate | 0.01531% |
| Amount of Registration Fee | $ 0 |
| Offering Note | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactionsEstimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”)The proposed maximum aggregate offering price of the common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants sold in the offering, and, as such, the proposed maximum aggregate offering price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants), if any, is $5,000,000. |
| Offering: 4 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Series D Warrants to purchase shares of Common Stock |
| Maximum Aggregate Offering Price | $ 0 |
| Fee Rate | 0.01531% |
| Amount of Registration Fee | $ 0 |
| Offering Note | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactionsEstimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”)Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the common stock issuable upon exercise of the warrants. |
| Offering: 5 | |
| Offering: | |
| Fee Previously Paid | false |
| Rule 457(o) | true |
| Security Type | Equity |
| Security Class Title | Common Stock Underlying Series D Warrants |
| Maximum Aggregate Offering Price | $ 5,000,000 |
| Fee Rate | 0.01531% |
| Amount of Registration Fee | $ 765.50 |
| Offering Note | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactionsEstimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”) |
| Offering: 6 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Series E Warrants to purchase shares of Common Stock |
| Maximum Aggregate Offering Price | $ 0 |
| Fee Rate | 0.01531% |
| Amount of Registration Fee | $ 0 |
| Offering Note | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactionsEstimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”)Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the common stock issuable upon exercise of the warrants. |
| Offering: 7 | |
| Offering: | |
| Fee Previously Paid | false |
| Rule 457(o) | true |
| Security Type | Equity |
| Security Class Title | Common Stock Underlying Series E Warrants |
| Maximum Aggregate Offering Price | $ 5,000,000 |
| Fee Rate | 0.01531% |
| Amount of Registration Fee | $ 765.50 |
| Offering Note | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactionsEstimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”) |
| Offering: 8 | |
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | Placement Agent Warrants to purchase Common Stock |
| Maximum Aggregate Offering Price | $ 0 |
| Fee Rate | 0.01531% |
| Amount of Registration Fee | $ 0 |
| Offering Note | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactionsEstimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”)Pursuant to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered in the same registration statement as the common stock issuable upon exercise of the warrants. |
| Offering: 9 | |
| Offering: | |
| Fee Previously Paid | false |
| Rule 457(o) | true |
| Security Type | Equity |
| Security Class Title | Common Stock Underlying Placement Agent Warrants |
| Maximum Aggregate Offering Price | $ 375,000 |
| Fee Rate | 0.01531% |
| Amount of Registration Fee | $ 57.41 |
| Offering Note | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactionsEstimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”)The Placement Agent Warrants are exercisable for a number of shares of common stock equal to 6% of the shares of common stock sold in this offering (including the shares of common stock issuable upon the exercise of the pre-funded warrants), at an exercise price equal to 125% of the public offering price per share and accompanying warrant. |
Fees Summary | Jun. 17, 2025 USD ($) |
|---|---|
| Fees Summary [Line Items] | |
| Total Offering | $ 15,375,000 |
| Previously Paid Amount | 0 |
| Total Fee Amount | 2,353.91 |
| Total Offset Amount | 0 |
| Net Fee | $ 2,353.91 |
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to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares
of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions<span><span id="xdx_C02_gIFON-MHM_zdF6BZGEDdae"><span id="xdx_C06_gIFON-XZ_zOQTyssEIiYh"><span><span id="xdx_C0C_gIFON-WM_zlvUOEigiWG5"><span id="xdx_C04_gIFON-VMYHM_zXJFTUJqFpD1">Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended
(the “Securities Act”)</span></span></span></span></span></span><span id="xdx_C09_gIFON-XZ_z8g0L78NGyo3">The
proposed maximum aggregate offering price of the common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar
basis based on the offering price of any pre-funded warrants sold in the offering, and, as such, the proposed maximum aggregate offering
price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants),
if any, is $5,000,000.</span>
to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares
of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions<span id="xdx_C06_gIFON-XZ_zOQTyssEIiYh"><span><span id="xdx_C0C_gIFON-WM_zlvUOEigiWG5"><span id="xdx_C04_gIFON-VMYHM_zXJFTUJqFpD1">Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended
(the “Securities Act”)</span></span></span></span><span id="xdx_C06_gIFON-WM_z9ynCBE6RiU5"><span id="xdx_C0E_gIFON-HUMYQKE_zO6gAp7u1swi"><span id="xdx_C00_gIFON-RFBH_zO9tCoIRBo03">Pursuant
to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered
in the same registration statement as the common stock issuable upon exercise of the warrants.</span></span></span>
to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares
of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions<span><span id="xdx_C0C_gIFON-WM_zlvUOEigiWG5"><span id="xdx_C04_gIFON-VMYHM_zXJFTUJqFpD1">Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended
(the “Securities Act”)</span></span></span>The
proposed maximum aggregate offering price of the common stock proposed to be sold in the offering will be reduced on a dollar-for-dollar
basis based on the offering price of any pre-funded warrants sold in the offering, and, as such, the proposed maximum aggregate offering
price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants),
if any, is $5,000,000.
to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares
of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions<span id="xdx_C04_gIFON-VMYHM_zXJFTUJqFpD1">Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended
(the “Securities Act”)</span><span id="xdx_C0E_gIFON-HUMYQKE_zO6gAp7u1swi"><span id="xdx_C00_gIFON-RFBH_zO9tCoIRBo03">Pursuant
to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered
in the same registration statement as the common stock issuable upon exercise of the warrants.</span></span>
to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares
of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactionsEstimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended
(the “Securities Act”)
to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares
of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions<span id="xdx_C00_gIFON-NE_zqYJomsXKCWj"><span id="xdx_C0B_gIFON-RFBH_zU5gdsGkKy6"><span><span><span id="xdx_C09_gIFON-IBSDTT_zWKuUooctm2d"><span><span id="xdx_C0D_gIFON-DL_z92EBBiOOdnd"><span><span id="xdx_C02_gIFON-MHM_zdF6BZGEDdae"><span id="xdx_C06_gIFON-XZ_zOQTyssEIiYh"><span><span id="xdx_C0C_gIFON-WM_zlvUOEigiWG5"><span id="xdx_C04_gIFON-VMYHM_zXJFTUJqFpD1">Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended
(the “Securities Act”)</span></span></span></span></span></span></span></span></span></span></span></span></span><span id="xdx_C00_gIFON-RFBH_zO9tCoIRBo03">Pursuant
to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered
in the same registration statement as the common stock issuable upon exercise of the warrants.</span>
to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares
of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions<span id="xdx_C0B_gIFON-RFBH_zU5gdsGkKy6"><span><span><span id="xdx_C09_gIFON-IBSDTT_zWKuUooctm2d"><span><span id="xdx_C0D_gIFON-DL_z92EBBiOOdnd"><span><span id="xdx_C02_gIFON-MHM_zdF6BZGEDdae"><span id="xdx_C06_gIFON-XZ_zOQTyssEIiYh"><span><span id="xdx_C0C_gIFON-WM_zlvUOEigiWG5"><span id="xdx_C04_gIFON-VMYHM_zXJFTUJqFpD1">Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended
(the “Securities Act”)</span></span></span></span></span></span></span></span></span></span></span></span>
to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares
of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions<span><span><span id="xdx_C09_gIFON-IBSDTT_zWKuUooctm2d"><span><span id="xdx_C0D_gIFON-DL_z92EBBiOOdnd"><span><span id="xdx_C02_gIFON-MHM_zdF6BZGEDdae"><span id="xdx_C06_gIFON-XZ_zOQTyssEIiYh"><span><span id="xdx_C0C_gIFON-WM_zlvUOEigiWG5"><span id="xdx_C04_gIFON-VMYHM_zXJFTUJqFpD1">Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended
(the “Securities Act”)</span></span></span></span></span></span></span></span></span></span></span>Pursuant
to Rule 457(g) of the Securities Act, no separate registration fee is required for the warrants because the warrants are being registered
in the same registration statement as the common stock issuable upon exercise of the warrants.
to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares
of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions<span><span id="xdx_C0D_gIFON-DL_z92EBBiOOdnd"><span><span id="xdx_C02_gIFON-MHM_zdF6BZGEDdae"><span id="xdx_C06_gIFON-XZ_zOQTyssEIiYh"><span><span id="xdx_C0C_gIFON-WM_zlvUOEigiWG5"><span id="xdx_C04_gIFON-VMYHM_zXJFTUJqFpD1">Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended
(the “Securities Act”)</span></span></span></span></span></span></span></span><span>The
Placement Agent Warrants are exercisable for a number of shares of common stock equal to 6% of the shares of common stock sold in
this offering (including the shares of common stock issuable upon the exercise of the pre-funded warrants), at an exercise price
equal to 125% of the public offering price per share and accompanying warrant.</span>