BBLG Bone Biologics Corporation

Item 8.01 Other Events.

On October 12, 2022, the Company completed a public offering (the “Offering”) of 3,777,778 units (the “Units”) pursuant to an Underwriting Agreement (the “Underwriting Agreement”) with WallachBeth Capital LLC, as representative of the underwriters named therein (the “Representative”). Pursuant to the Underwriting Agreement, each unit consists of: (i) one share of common stock, par value $0.001 per share; (ii) one Series A warrant (the “Series A Warrants”) to purchase one share of common stock at an exercise price equal to $1.62 per share (120% of the per Unit offering price), exercisable until the fifth anniversary of the issuance date; (iii) one Series B warrant (the “Series B Warrants”) to purchase one share of common stock at an exercise price equal to $1.35 per share (100% of the per Unit offering price), exercisable until the fifth anniversary of the issuance date; and (iv) one Series C warrant (the “Series C Warrants,” and together with the Series A Warrants and the Series B Warrants, the “Purchase Warrants”) to purchase one share of common stock at an exercise price equal to $2.16 per share (160% of the per Unit offering price), exercisable until the fifth anniversary of the issuance date.

The Purchase Warrants are subject to certain adjustment and cashless exercise provisions as described herein. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of common stock and Purchase Warrants may be transferred separately immediately upon issuance. Holders of the Series C Warrants may execute such warrants on a “cashless” basis upon the earlier of (i) one (1) Trading Day from the issuance date of such warrant or (ii) the time when $10.0 million of volume is traded in the our common stock, if the volume weighted average price (“VWAP”) of our common stock on any trading day on or after the closing date fails to exceed the exercise price of the Series C Warrant (subject to adjustment for any stock splits, stock dividends, stock combinations, recapitalizations and similar events). In such event, the aggregate number of Warrant Shares issuable in such cashless exercise pursuant to any given Notice of Exercise electing to effect a cashless exercise shall equal the product of (x) the aggregate 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 and (y) 1.00.

The Units were sold at a price of $1.35 per Unit, generating gross proceeds to the Company of $5,100,000.30.

In addition, pursuant to the Underwriting Agreement, the Company granted to the Representative a 45-day option to purchase up to 566,666 additional shares of Common Stock and/or 566,666 Purchase Warrants to cover over-allotments, if any. The Representative has exercised its option with respect to 556,037 of Purchase Warrants.

The foregoing descriptions of the Offering, the Underwriting Agreement and the Purchase Warrants do not purport to be complete and are qualified in their entirety by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2022 for additional information on the Offering and the forms of Series A Warrant, Series B Warrant and Series C Warrant filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report and are incorporated by reference herein.

The Offering of the Units was made pursuant to a registration statement on Form S-1, as amended (File No. 333- 267588), which was declared effective by the United States Securities and Exchange Commission (the “SEC”) on October 6, 2022.

On October 12, 2022, the Company issued a press release with respect to the completion of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report and incorporated by reference herein.