Bone Biologics Corp

This advisory (non-binding) proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management is seeking this endorsement as a signal of support for its pay philosophy and specific compensation decisions, and the Board and Compensation Committee state they will consider the vote’s outcome in future compensation determinations. The vote does not alter existing contracts or compensation arrangements and is advisory only, but a negative result would likely trigger a review and potential changes by the Compensation Committee. The Company describes its program as aimed at motivating and retaining executives and linking pay to performance and strategic goals (such as clinical development, business development, capital raising). Given the Company’s pre-revenue development-stage profile, management emphasizes performance metrics other than total shareholder return (e.g., R&D progress, IP management, capital raising) in setting pay. For sophisticated investors, the proposal provides insight into incentive structure, use of annual performance cash awards, and equity option grants; the disclosed pay levels and recent grants should be evaluated relative to peer small-cap medtechs and the Company’s cash runway. Because the vote is advisory, its principal governance value is in providing a feedback channel to the Board; a large vote against could precipitate changes in compensation design, disclosure, or heightened engagement with investors. The Board’s recommendation for a FOR vote reflects its view that the compensation program supports retention and execution of the Company’s strategy while aligning long-term shareholder interests through equity awards and performance-based cash awards.

This proposal asks shareholders to approve, under Nasdaq Listing Rule 5635(d), the potential issuance of shares underlying pre-funded warrants and two series of common warrants issued in a July 7, 2026 private placement and related placement-agent warrants that together could exceed 20% of the Company’s outstanding common stock measured prior to the transaction. Management completed the private placement to raise immediate capital (net proceeds of approximately $2.7 million) and to secure potential additional proceeds (up to roughly $6.0 million) if the common warrants are exercised for cash; Nasdaq approval is required because the potential issuance could exceed the 20% threshold at a price below the Nasdaq-determined Minimum Price. The Board contends approval is necessary both to comply with listing rules and to permit the Company to receive the cash proceeds that could materially support the Company’s operations and business plan, given the Company’s modest cash balance as of June 30, 2026. If shareholders do not approve, warrant holders cannot exercise their warrants and the Company would forfeit potential funding and incur additional costs to continue seeking approval, impeding liquidity and capital planning. The Company discloses dilution risk (issuance would dilute existing holders’ percentage ownership) and that exercise timing and amounts are uncertain; it also notes anti-dilution and beneficial ownership blockers limiting excessive concentration by a single holder. For an analyst, key considerations include the cash runway benefit of potential warrant exercise proceeds, the dilutive impact on present shareholders, the governance implication of issuing >20% in a private transaction, and whether the price and anti-whale provisions adequately protect shareholders. The Board’s unanimous FOR recommendation reflects the view that the financing and potential additional proceeds are material to the Company’s ability to execute its strategy and maintain Nasdaq listing status, outweighing the dilutive effects.

This management proposal requests authorization to amend the Company’s charter so that the Board may, at any time within one year following shareholder approval, effect a reverse stock split at a ratio between 1-for-2 and 1-for-10, with the Board retaining discretion over the exact ratio and the option to abandon or delay the split. Management frames the Reverse Stock Split as a defensive and strategic tool primarily to maintain compliance with Nasdaq’s minimum bid price rule (e.g., avoid delisting if the closing bid remains below $1.00 for 30 consecutive business days) and to increase the per-share price to improve marketability, attract institutional interest, and reduce certain trading costs and broker policies that disadvantage low-priced stocks. The Board also details potential negative consequences, including the potential for negative market perception, reduced liquidity from fewer shares outstanding and increased odd lots, and the possibility that post-split prices decline and magnify percentage losses. The proposal includes logistical details (no fractional shares issued; fractional interests rounded up to whole shares, proportional adjustments to outstanding equity awards and warrants) and highlights that the split would not change authorized shares, par value, or reporting obligations. For analysts, the key trade-offs are the potential listing-maintenance and perception benefits versus the dilution-neutral but liquidity-reducing mechanical effects of fewer shares and the market signal a reverse split might send about underlying business prospects. The Board recommends FOR because it believes the flexibility and potential listing-preserving benefits justify having the authority to implement a split if market conditions warrant, while reserving the right not to proceed if it later judges it inappropriate.

This management proposal requests stockholder approval to permit the Board to adjourn the Annual Meeting to a later date if there are insufficient votes to approve the proposals or to establish a quorum at the scheduled meeting time. The authority to adjourn is a procedural mechanism designed to allow the Company to continue soliciting proxies and give additional time to assemble the necessary votes without having to reconvene a separate meeting, which can be costly and time-consuming. Management frames this as a contingency to ensure that important matters (such as the Nasdaq 20% Proposal or Reverse Stock Split) can be brought to vote and decided without procedural defeat due to low participation or broker non-votes. For investors assessing governance, the proposal is standard and non-controversial; however, it can enable management to extend solicitation periods in the event a contested or close vote arises, so investors should consider the independence of the Board and the specific stakes of the open proposals. The Board recommends FOR because adjournment rights are intended to facilitate effective shareholder decision-making and avoid the need for repeated special meetings, thereby conserving company resources while respecting shareholder voting outcomes.