UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 30, 2025, at an annual meeting of stockholders (the “Annual Meeting”) of Bone Biologics Corporation (the “Company”), the stockholders of the Company approved the Second Amendment (the “Plan Amendment”) to the Company’s 2015 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock, par value $0.001 per share (“common stock”), reserved for issuance thereunder by 30,000,000 shares of common stock. Following the approval of the Plan Amendment the aggregate number of shares reserved for issuance under the Plan is 30,629,489 of which 30,354,077 are available.
The full text of the Plan Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of the Company, held on May 30, 2025, the Company’s stockholders voted on the matters described below. The number of shares of common stock entitled to vote at the Annual Meeting was 3,271,042. The number of shares of common stock present or represented by proxy at the Annual Meeting was 1,626,829. The voting results for the proposals are as follows:
Proposal 1. The Company’s stockholders elected the following four director nominees to serve until the date of the next Annual Meeting of stockholders following the date such persons are elected as directors, and until their successors are duly elected and qualified. The results of the vote are summarized in the table below.
| Director Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||
| Bruce Stroever | 361,333 | 39,282 | 1,226,214 | |||
| Siddhesh Angle | 358,973 | 41,642 | 1,226,214 | |||
| Robert Gagnon | 361,290 | 39,325 | 1,226,214 | |||
| Philip Meikle | 361,225 | 39,390 | 1,226,214 |
Proposal 2. The Company’s stockholders approved, on an advisory basis, the Company’s executive compensation. The results of the vote are summarized in the table below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 253,014 | 129,875 | 17,726 | 1,226,214 |
Proposal 3. The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its outstanding common stock in a range of not less than 1-for-2.5 but not more than 1-for-10, at the discretion of the board of directors (the “Reverse Stock Split”). The results of the vote are summarized in the table below.
| Votes For | Votes Against | Abstentions | ||
| 1,266,341 | 304,169 | 56,319 |
Proposal 4. The Company’s stockholders approved, subject to the Reverse Stock Split being approved, the Plan Amendment. The results of the vote are summarized in the table below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 170,146 | 168,772 | 61,697 | 1,226,214 |
Proposal 5. The Company’s stockholders ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote are summarized in the table below.
| Votes For | Votes Against | Abstentions | ||
| 1,512,379 | 14,187 | 100,263 |
Proposal 6. The Company’s stockholders approved a proposal to adjourn the Annual Meeting, if necessary or appropriate, if there are not sufficient votes at the time of the Annual Meeting to approve the proposals submitted to the Company’s stockholders and/or establish a quorum for the Annual Meeting. The results of the vote are summarized in the table below.
| Votes For | Votes Against | Abstentions | ||
| 1,321,298 | 192,323 | 113,208 |
Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.
Because Proposals 1, 2, 3, 4 and 5 were approved by the Company’s stockholders, an adjournment of the Annual Meeting was not necessary.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Second Amendment to the Bone Biologics Corporation 2015 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BONE BIOLOGICS CORPORATION | ||
| Date: May 30, 2025 | ||
| By: | /s/ JEFFREY FRELICK | |
| Jeffrey Frelick, Chief Executive Officer | ||