UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Bone Biologics Corporation
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
098070402
(CUSIP Number)
November 16, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
a. |
☐ |
Rule 13d-1(b) |
b. |
☒ |
Rule 13d-1(c) |
c. |
☐ |
Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1. |
Names of Reporting Persons. |
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Mitchell P. Kopin |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ☐ |
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(b) ☐ |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization United States of America |
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With: |
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5. Sole Voting Power 0 |
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6. Shared Voting
Power 224,445 |
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7. Sole Dispositive Power 0 |
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8. Shared Dispositive
Power 224,445 |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 224,445 (see Item 4) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
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11. |
Percent of Class Represented by Amount in Row (9) 4.99% (see Item 4) |
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12. |
Type of Reporting Person (See Instructions) |
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IN; HC |
1. |
Names
of Reporting Persons. |
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Daniel
B. Asher |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ☐ |
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(b) ☐ |
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3. |
SEC
Use Only |
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4. |
Citizenship
or Place of Organization United States of America |
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With: |
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5. Sole Voting Power 0 |
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6. Shared Voting
Power 224,445 |
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7. Sole Dispositive Power 0 |
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8. Shared Dispositive
Power 224,445 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person 224,445 (see Item 4) |
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10. |
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) ☐ |
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11. |
Percent of Class Represented by
Amount in Row (9) 4.99% (see Item 4) |
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12. |
Type of Reporting Person (See
Instructions) |
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IN;
HC |
1. |
Names
of Reporting Persons. |
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Intracoastal Capital LLC |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ☐ |
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(b) ☐ |
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3. |
SEC
Use Only |
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4. |
Citizenship
or Place of Organization Delaware |
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With: |
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5. Sole Voting Power 0 |
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6. Shared Voting
Power 224,445 |
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7. Sole Dispositive Power 0 |
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8. Shared Dispositive
Power 224,445 |
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9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person 224,445 (see Item 4) |
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10. |
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) ☐ |
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11. |
Percent of Class Represented by
Amount in Row (9) 4.99% (see Item 4) |
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12. |
Type of Reporting Person (See
Instructions) |
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OO |
Item 1.
Bone Biologics Corporation (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices |
2 Burlington Woods Drive, Suite 100
Burlington, Massachusetts 01803
Item 2.
| (b) | Address of Principal Business Office or, if none, Residence |
This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin,
an individual who is a citizen of the United States of America (“Mr. Kopin”), (ii) Daniel B. Asher, an individual who
is a citizen of the United States of America (“Mr. Asher”) and (iii) Intracoastal Capital LLC, a Delaware limited liability
company (“Intracoastal” and together with Mr. Kopin and Mr. Asher, collectively the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, a
copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file
this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The principal business office of Mr. Kopin and Intracoastal is 245
Palm Trail, Delray Beach, Florida 33483.
The principal business office of Mr. Asher is 111 W. Jackson Boulevard,
Suite 2000, Chicago, Illinois 60604.
| (d) | Title of Class of Securities |
Common Stock, $0.001 par
value per share, of the Issuer (the “Common Stock”).
098070402
Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item
4. Ownership.
(a) and (b):
(i) Immediately
following the execution of the Securities Purchase Agreement with the Issuer on November 16, 2023 (the “SPA”) (as
disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on November 20, 2023), each of the Reporting
Persons may have been deemed to have beneficial ownership of 296,875 shares of Common Stock to be issued to Intracoastal at the closing
of the transaction contemplated by the SPA, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately
8.7% of the Common Stock, based on (1) 3,134,391 shares of Common Stock outstanding as of November 16, 2023, as reported by the Issuer,
plus (2) 296,875 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing excludes (I) 217 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”) because
Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant
1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, 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,
of more than 4.99% of the Common Stock and (II) 296,875 shares of Common Stock issuable
upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (“Intracoastal
Warrant 2”) because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right
to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by
the holder thereof, 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, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons
may have been deemed to have beneficial ownership of 593,967 shares of Common Stock.
(ii) As of the
close of business on November 24, 2023, each of the Reporting Persons may have been deemed to have beneficial ownership of 224,445
shares of Common Stock, which consisted of (i) 217 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 and (ii)
224,228 shares of Common Stock, which consisted of (i) 217 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2,
and all such shares of Common Stock represented beneficial ownership of approximately 4.99% of the Common Stock, based on (1)
3,134,391 shares of Common Stock outstanding as of November 16, 2023, as reported by the Issuer, plus (2) 1,139,063 shares of Common
Stock in the aggregate issued at the closing of the transaction contemplated by the SPA, (3) 217 shares of Common Stock issuable
upon exercise of Intracoastal Warrant 1 and (4) 224,228 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2. The
foregoing excludes 72,647 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2
contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent
(but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, 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,
of more than 4.99% of the Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to have
beneficial ownership of 297,092 shares of Common Stock.
| (c) | Number of shares as to which each Reporting Person has: |
(i) Sole power
to vote or to direct the vote: 0.
(ii) Shared power
to vote or to direct the vote: 224,445.
(iii) Sole power
to dispose or to direct the disposition of 0.
(iv) Shared power
to dispose or to direct the disposition of 224,445.
| Item 5. | Ownership of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination
under §240.14a-11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 27, 2023
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/s/ Mitchell P. Kopin |
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Mitchell P. Kopin |
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/s/ Daniel B. Asher |
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Daniel B. Asher |
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Intracoastal Capital LLC |
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By: |
/s/ Mitchell P. Kopin |
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Mitchell P. Kopin, Manager |
Page 7 of 7
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing
agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.
Date: November 27, 2023
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/s/ Mitchell P. Kopin |
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Mitchell P. Kopin |
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/s/ Daniel B. Asher |
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Daniel B. Asher |
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Intracoastal Capital LLC |
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By: |
/s/ Mitchell P. Kopin |
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Mitchell P. Kopin, Manager |
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