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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: December 31, 2023

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _________ to _________

 Commission
File Number: 001-40899

 Bone

 (Exact
name of registrant as specified in its charter)

 Delaware

 42-1743430

 (State or other jurisdiction of

 incorporation or formation)

 (I.R.S. employer

 identification number)

Burlington Woods Drive, Ste 100, Burlington, MA 01803

 (Address of principal executive offices) (Zip Code)

 (781) 552-4452

 (Registrant's telephone number, including area
code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 stock, $0.001 par value per share

 BBLG

 The Nasdaq
 Capital Market

 Warrants
 to Purchase Common stock, $0.001 par value per share

 BBLGW

 The Nasdaq
 Capital Market

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes No

by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 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 pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate
by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
approximate aggregate market value of the registrant's common equity held by non-affiliates of the registrant at the close of
business on June 30, 2023, was $ 4,162,560.

 As
of February 14, 2024, there were 534,238 shares of common stock, par value $0.001, outstanding.

 TABLE
OF CONTENTS

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 Power of Attorney

 Index to Consolidated Financial Statements

 Cautionary
Note on Forward-Looking Statements

 This
annual report on form 10-K ("Annual Report") contains forward-looking statements. Such forward-looking statements include
those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements
of historical fact. These forward-looking statements are based on our current expectations and projections about future events and they
are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those
expressed or implied in such statements.

 All
statements other than historical facts contained in this Annual Report, including statements regarding our future financial position,
capital expenditures, cash flows, business strategy and plans and objectives of management for future operations are forward-looking
statements. The words "anticipated," "believe," "expect," "plan," "intend,"
"seek," "estimate," "project," "could," "may," and similar expressions are
intended to identify forward-looking statements. These statements include, among others, information regarding future operations, future
capital expenditures, and future net cash flow. Such statements reflect our management's current views with respect to future events
and financial performance and involve risks and uncertainties, including, without limitation, our ability to raise additional capital
to fund our operations, obtaining Food and Drug Administration ("FDA") and other regulatory authorization to market our drug
and biological products, successful completion of our clinical trials, our ability to achieve regulatory authorization to market our
lead product NELL-1/DBM, our reliance on third party manufacturers for our drug products, market acceptance of our products, our dependence
on licenses for certain of our products, our reliance on the expected growth in demand for our products, exposure to product liability
and defect claims, development of a public trading market for our securities, and various other matters, many of which are beyond our
control.

 Should
one or more of these risks or uncertainties occur, or should underlying assumptions prove to be incorrect, actual results may vary materially
and adversely from those anticipated, believed, estimated or otherwise indicated. Consequently, all of the forward-looking statements
made in this Annual Report are qualified by these cautionary statements and accordingly there can be no assurances made with respect
to the actual results or developments. We undertake no obligation to revise or publicly release the results of any revision to these
forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.

 Unless
expressly indicated or the context requires otherwise, the terms "Company," "we," "us," and "our"
in this document refer to Bone Biologics Corporation, a Delaware corporation, and, our wholly owned subsidiary, as defined under Part
I, Item 1-"Business" in this Annual Report.

 Glossary
of Abbreviations and Defined Terms

 Abbreviations

 ACA

 Affordable
 Care Act

 BMP

 Bone
 Morphogenic Protein

 CDMO

 Contract
 Development and Manufacturing Organization

 cGMP

 current
 Good Manufacturing Practice

 CRO

 Contract
 Research Organization

 DBM

 Demineralized
 bone matrix is allograft bone that has had the inorganic mineral removed

 DDD

 Degenerative
 disc disease

 FDA

 Food
 and Drug Administration

 HIPAA

 Health
 Insurance Portability and Accountability Act of 1996

 IDE

 Investigational
 Device Exemption

 IRB

 Institutional
 Review Board

 MTF

 Musculoskeletal
 Transplant Foundation

 NB1
 Device

 Product
 combination kit that includes vial of NELL-1 recombinant protein and demineralized bone matrix

 NDA

 New
 Drug Application

 Neural
 epidermal growth factor-like 1 protein (NELL-1)

 NOL

 Net
 Operating Loss

 PMA

 Pre-market
 approval

 rhBMP-2

 Recombinant
 Bone Morphogenic Protein

 rhNELL-1

 Recombinant

 UCLA
 TDG

 UCLA
 Technology Development Group on behalf of UC Regents

 USPTO

 The
 United States Patent and Trademark Office

 Defined
 Terms

 Alkaline
 phosphatase assay

 Alkaline
 phosphatase is an enzyme that is found throughout your body. ALP blood tests measure the level of ALP in your blood that comes from
 your bones.

 Athymic
 mouse model

 A
 mouse that provides an experiment model for conducting research because it mounts no rejection response.

 Demineralized
 Bone

 Bone
 that has had the calcium removed.

 Osteopromotive

 A
 material that promotes the de novo formation of bone.

 Osteostimulative

 Stimulates
 bone growth.

 Osteosynthetic

 The
 reduction and fixation of a bone fracture with implantable devices.

 Phylogenetically
 advanced spine model

 Evolutionary
 advancement of spine systems that exist in large animal models.

 Recombinant

 Relating
 to or denoting an organism, cell, or genetic material formed by recombination.

 Retrolisthesis

 A
 medical condition in which a vertebra in the spine becomes displaced and moves forward or backward.

 Spondylolisthesis

 A
 spinal disorder in which one vertebra (spinal bone) slips onto the vertebra below it.

 PART
I

 Item
1. Business

 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 DBM, demineralized bone matrix, 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 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 application ("PMA") 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 technology that 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 development 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 the clinical trials.

 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 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.

 Product
Candidates

 We
have developed a stand-alone platform technology through significant laboratory and small and large animal research over more than ten
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 which 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 which can cause unsound structure; cysts and less dense bone formation; unwanted
bone formation, and 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, in keeping with our exclusive license agreement, using NELL-1 in
combination with DBM, a demineralized bone matrix from Musculoskeletal Transplant Foundation ("MTF"). The NELL-1/DBM medical
device is a combination product which is an osteopromotive recombinant protein that provides target specific control over bone regeneration.
Leveraging the resources of investors and strategic partners, we have successfully surpassed four critical milestones:

 Demonstrating
 a successful small laboratory scale pilot run for the manufacturing of the recombinant NELL-1 protein in Chinese hamster ovary cells;

 Validation
 of protein dosing and efficacy in established large animal sheep models pilot study;

 Completed
 pivotal animal study; and

 Initiated
 a first-in-man pilot clinical trial 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.

 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 well for application in a variety of procedures including:

 Spine
 Implants. The global bone graft substitute market presents a $3 billion market opportunity. While use of the patient's
 own bone, also referred to as autograft, to enhance fusion of vertebral segments remains the optimal use for this type of treatment,
 complications associated with use of 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. Globally an $8 billion market opportunity, management believes that
 NELL-1 technology is expected to perform as well as other growth factors in this market.

 Osteoporosis.
 Globally an $11.2 billion market opportunity, the medical need to find 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.

 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, our continued development has been funded through capital raises. Our research
and development expenses for the years ended December 31, 2023 and 2022 were $6,907,824 and $1,579,298, respectively. We anticipate that
we will require approximately $5 million to complete first-in-man studies, and an estimated additional $24 million in scientific expenses
to achieve FDA approval, if possible, for a spine interbody fusion indication. These amounts are estimates based on data currently available
to us, and are subject to many factors including the various risk factors discussed below under " Risk Factors. "

 NELL-1's
powerful specific bone and cartilage forming properties are derived from the ability of NELL-1 to only target cells that exhibit an activated
"master switch" to develop into bone or cartilage. 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 and cartilage regeneration.

was isolated in 1996, and the first NELL-1 patent on bone regeneration was filed in 1999. Subsequent patents and continuations in part
describing NELL-1 manufacturing, delivery, and cartilage regeneration were filed to further strengthen the patent portfolio.

 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 from the control.

 Our
first-in-man pilot clinical study commenced year-end 2023 and will 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 who undergo transforaminal lumbar interbody fusion. The multi-center, prospective, randomized trial consists of
30 patients in Australia, with the primary end-point being fusion success at 12 months and change from baseline in the Oswestry Disability
Index pain score. We expect completion of the trial 12 months following enrollment of the 30 th patient. We intend to use the
pilot clinical trial data from Australia to enable a future larger U.S. pivotal clinical study, prior to submission of a PMA to the FDA.

& Publications

 We
believe our scientific evidence validates the many benefits of NELL-1. Currently there is a comprehensive database of more than 80 research
publications and abstracts of preclinical studies with NELL-1 of which more than 45 are peer-reviewed publications.

 We
completed a preclinical study, which shows our 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.

 Proposed
Initial Clinical Application

 The
NELL-1/DBM Fusion Device will be indicated for spinal fusion procedures in skeletally mature patients with spinal degenerative disk disease ("DDD") at one level from L2-S1.
These DDD patients may also have up to Grade I spondylolisthesis at the involved level. The NELL-1/DBM Fusion Device is to be implanted
via an anterior open or an anterior laparoscopic approach in conjunction with a cleared intervertebral body fusion device. Patients receiving
the device should have had at least six months of non-operative treatment prior to treatment with the device. A cervical indication is
currently under consideration. This indication for use would fill a current clinical gap, created by potentially dangerous inflammatory
responses caused by commercially available catalytic bone growth agents, the subject of a Public Health Notification from the FDA on
July 1, 2008 about life threatening complications associated with a recombinant human protein in cervical spine fusion. We do not expect
our product to see the same adverse events with NELL-1/DBM as have been observed with other commercially available protein. We have performed
a rat femoral onlay model to compare proinflammatory response of rhBMP-2 and NELL-1 within Helistate collagen sponges. While NELL-1 induced
normal healing, rhBMP-2 induced significant amounts of swelling and histological evidence of intense inflammatory response.

 Description
of the DBM Putty to Be Used With Nell-1

 The
DBM Demineralized Bone Putty provided as part of the convenience kit with NELL-1/DBM is a Class II device. The common name is "Bone
Void Filler Containing Human Demineralized Bone Matrix." The product is regulated under 21 C.F.R. §888.3045 Resorbable calcium
salt bone void filler device, Product Codes MQV, GXP, and MBP. MTF is the manufacturer of the DBM Putty that was cleared by the FDA for
spine indication in December 2006.

 DBM
Putty is a matrix composed of processed human cortical bone. Demineralized bone granules are mixed with sodium hyaluronate to form the
DBM Putty. Every lot of final DBM Putty product is tested in an athymic mouse model or in an alkaline phosphatase assay, which has been
shown to have a positive correlation with the athymic mouse model, to ensure osteostimulation.

 Based
upon extensive discussions with regulatory experts and a specific communication from the FDA in response to a submission of our plan
under the Amended License Agreement between UCLA TDG and the Company, we believe the NELL-1/DBM Fusion Device will be regulated as a
Class III medical device and that will therefore require submission and approval of a PMA.

 Our
Business Strategy

 Our
business plan is to develop our target-specific growth factor for bone regeneration, based on preclinical and clinical data that has
demonstrated 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.

 Development
of the Company

 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.

July 24, 2018, we implemented a reverse split of the outstanding common stock of the Company at a ratio of 1-for-10.

October 12, 2021, we implemented a reverse split of the outstanding common stock of the Company at a ratio of 1-for-2.5.

June 5, 2023, we implemented a reverse split of the outstanding common stock of the Company at a ratio of 1-for-30.

December 20, 2023, we implemented a reverse split of the outstanding common stock of the Company at a ratio of 1-for-8.

 All
share and per share amounts have been retro-actively restated as if the reverse split occurred at the beginning of the earliest period
presented.

 UCLA
TDG Exclusive License Agreement

April 9, 2019, we entered into an Amended and Restated Exclusive License Agreement dated as of March 21, 2019, which was subsequently
amended through three sets of amendments (as so amended the "Amended License Agreement") with the UCLA TDG. The Amended License
Agreement amends and restates the Amended and Restated Exclusive License Agreement, dated as of June 19, 2017 (the "2017 Agreement").
The 2017 Agreement amended and restated the Exclusive License Agreement, effective March 15, 2006, between the Company and UCLA TDG,
as amended by ten amendments. Under the terms of the Amended License Agreement, the Regents have continued to grant us exclusive rights
to develop and commercialize NELL-1 (the "Licensed Product") for spinal fusion by local administration, osteoporosis and
trauma applications. The Licensed Product is a recombinant human protein growth factor that is essential for normal bone development.

 We
have agreed to pay an annual maintenance fee to UCLA TDG of $10,000 as well as pay certain royalties to UCLA TDG under the Amended License
Agreement at the rate of 3.0% of net sales of licensed products or licensed methods. We must pay the royalties to UCLA TDG on a quarterly
basis. Upon a first commercial sale, we also must pay a minimum annual royalty between $50,000 and $250,000, depending on the calendar
year which is after the first commercial sale. If we are required to pay any third party any royalties as a result of us making use of
UCLA TDG patents, then we may reduce the royalty owed to UCLA TDG by 0.333% for every percentage point paid to a third party. If we grant
sublicense rights to a third party to use the UCLA TDG patent, then we will pay UCLA TDG 10% to 20% of the sublicensing income we receive
from such sublicense.

 We
are obligated to make the following milestone payments to UCLA TDG for each Licensed Product or Licensed Method:

 $100,000
 upon enrollment of the first subject in a Feasibility Study;

 $250,000
 upon enrollment of the first subject in a Pivotal Study:

 $500,000
 upon Pre-Market Approval of a Licensed Product or Licensed Method; and

 $1,000,000
 upon the First Commercial Sale of a Licensed Product or Licensed Method.

 We
are also obligated pay to UCLA TDG a fee (the "Diligence Fee") of $8,000,000 upon the sale of any Licensed Product (the "Triggering
Sale Date") in accordance with the payment schedule below:

 Due
 upon cumulative Net Sales equaling $50,000,000 following the Triggering Sale Date - $2,000,000;

 Due
 upon cumulative Net Sales equaling $100,000,000 following the Triggering Sale Date - $2,000,000; and

 Due
 upon cumulative Net Sales equaling $200,000,000 following the Triggering Sale Date - $4,000,000.

 Our
obligation to pay the Diligence Fee will survive termination or expiration of the Amended License Agreement and we are prohibited from
assigning, selling, or otherwise transferring any of its assets related to any Licensed Product unless our Diligence Fee obligation is
assigned, sold, or transferred along with such assets, or unless we pay UCLA TDG the Diligence Fee within ten (10) days of such assignment,
sale or other transfer of such rights to any Licensed Product.

 We
are also obligated to pay UCLA TDG a cash milestone payment within thirty (30) days of a Liquidity Event (including a Change of Control
Transaction and a payment election by UCLA TDG exercisable after December 22, 2016) such payment to equal the greater of:

 $500,000;
 or

 2%
 of all proceeds in connection with a Change of Control Transaction.

 As
of December 31, 2023, none of the above milestones have been met.

 We
are obligated to diligently proceed with developing and commercializing licensed products under UCLA TDG patents set forth in the Amended
License Agreement. UCLA TDG has the right to either terminate the license or reduce the license to a non-exclusive license if we do not meet certain diligence milestone deadlines set forth in the Amended License Agreement.

 We
must reimburse or pre-pay UCLA TDG for patent prosecution and maintenance costs incurred during the term of the Amended License Agreement.
We have the right to bring infringement actions against third party infringers of the Amended License Agreement, UCLA TDG may join voluntarily,
at its own expense, or, at our expense, be joined involuntarily to the action. We are required to indemnify UCLA TDG against any third
party claims arising out of our exercise of the rights under the Amended License Agreement or any sublicense.

 Payments
to UCLA TDG under the Amended License Agreement for the years ended December 31, 2023 and 2022 were $30,845 and $35,623, respectively.

 Competition

 The
orthobiologic and orthopedic industries are characterized by rapidly advancing technologies, intense competition and a strong emphasis
on intellectual property. We face substantial competition from many different sources, including large and specialty orthopedic companies,
biotechnology companies, academic research institutions and governmental agencies along with public and private research institutions.

 Our
business is in a very competitive and evolving field, that faces competition from large established orthopedic companies such as (but
not limited to) Medtronic, Stryker, Zimmer-Biomet, and DePuy-Synthes that possess considerably more resources than Bone Biologics.

 Our
commercial opportunity could be reduced if our competitors develop and commercialize products that are safer, more effective, have fewer
or less severe side effects, are more convenient or are less expensive than any products that we may develop. Our competitors also may
obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours, which could result in our
competitors establishing a strong market position before we are able to enter the market.

 The
NELL-1 growth factor is mechanistically distinct from bone morphogenetic proteins ("BMPs") and can minimize complications
associated with BMP therapies. The early proof of concept animal studies has shown the efficacy of NELL-1 combined with demineralized
bone matrix as a novel bone graft material for interbody spine fusion.

 Customers

 The
populations of interest include spine surgeons, and patients with a skeletal bone defect or bone-related condition in their spine, for
which intervention is undertaken to correct such a defect. Spine surgeons and patients can choose to eliminate the need to perform a
second painful surgery to obtain autograft harvest of hip bone for fusion procedures by utilizing various other types of biologics.

 Most
cases of lower back pain can be linked to a general cause such as muscle strain, injury, overuse, or can be attributed to a specific
condition like herniated disc, degenerative disc disease, spondylolisthesis, spinal stenosis, or osteoarthritis.

 Intellectual
Property

 We
have an intellectual property portfolio that includes exclusive, worldwide licenses from UCLA TDG which we believe constitute a formidable
barrier to entry.

 Additional
patent applications are currently in preparation. The intellectual property portfolio comprehensively covers NELL-1 manufacture, NELL-1
compositions and NELL-1 use in wide ranging clinical and diagnostic applications. We protect our proprietary technology through mechanisms
including U.S. and foreign patent filings, trade secret protections, and collaboration agreements with domestic and international corporations,
universities and research institutions. We are the exclusive licensee for the following nine (9) UCLA TDG issued patents:

 U.S.

 Patent
 No.

 Summary

 Date
 Issued

 7544486

 Peptide Expression Systems

 6/9/2009

 7691607

 Expression
 system of NELL-1 peptide

 4/6/2010

 7807787

 Peptide

 10/5/2010

 7833968

 Pharmaceutical
 compositions for treating or preventing bone conditions

 11/16/2010

 9447155

 Isoform
 NELL-1 peptide

 9/20/2016

 9511115

 Pharmaceutical
 compositions for treating or preventing bone conditions

 12/6/2016

 9598480

 Recombinant
 NEL-like (NELL) protein production

 3/21/2017

 9974828

 Isoform
 NELL-1 peptide

 5/22/2018

 10335458

 Pharmaceutical
 compositions for treating or preventing bone conditions

 7/2/2019

 These patents will expire between 2024 and 2033.

 Government
Regulation

 The
manufacturing and marketing of any product which we may formulate with our technologies as well as our related research and development
activities are subject to regulation for safety, efficacy and quality by governmental authorities in the U.S. and other countries. We
anticipate that these regulations will apply separately to each product. We believe that complying with these regulations will involve
a considerable level of time, expense and uncertainty.

 In
the U.S., devices are subject to rigorous federal regulation and, to a lesser extent, state regulation. The Federal Food, Drug and Cosmetic
Act, as amended, and the regulations promulgated thereunder, and other federal and state statutes and regulations govern, among other
things, the testing, manufacture, safety, efficacy, labeling, storage, record keeping, approval, advertising and promotion of our products.
Device development and approval within this regulatory framework is difficult to predict, requires a number of years and involves the
expenditure of substantial resources. Moreover, ongoing legislation by U.S. Congress and rule making by the FDA presents an ever-changing
landscape where we could be required to undertake additional activities before any governmental approval is granted allowing us to market
our products. The steps required before a biological device may be marketed in the U.S. include:

 Laboratory
 and non-clinical tests for safety and small scale manufacturing of the agent;

 The
 submission to the FDA of an IDE which must become effective before human clinical trials can commence;

 Clinical
 trials to characterize the efficacy and safety of the product in the intended patient population;

 The
 submission of a PMA to the FDA; and

 FDA
 approval of the NDA or PMA prior to any commercial sale or shipment of the product.

 In
addition to obtaining FDA approval for each product, each manufacturing establishment must be registered with, and approved by, the FDA.
Moreover, manufacturing establishments are subject to biennial inspections by the FDA and must comply with the FDA's current Good
Manufacturing Practice " cGMP " for products, drugs and devices.

 Non-clinical
Trials

 Non-clinical
testing includes laboratory evaluation of chemistry and formulation as well as tissue culture and animal studies to assess the safety
and potential efficacy of the product. Non-clinical safety tests must be conducted by laboratories that comply with FDA regulations regarding
good laboratory practices. Non-clinical testing is inherently risky and the results can be unpredictable or difficult to interpret. The
results of non-clinical testing are submitted to the FDA as part of an IDE and are reviewed by the FDA prior to the commencement of clinical
trials. Unless the FDA objects to an IDE, clinical studies may begin 30 days after the IDE is submitted. We have relied and intend to
continue to rely on third-party contractors to perform non-clinical trials.

 Clinical
Trials

 Our
first-in-man pilot clinical study commenced year-end 2023 and will evaluate the safety and effectiveness of NB1 in adult subjects
with DDD at one level from L2-S1, who may also have up to Grade 1 spondylolisthesis or Grade 1 retrolisthesis at the involved level
who undergo transforaminal lumbar interbody fusion. The multi-center, prospective, randomized trial will consist of 30 patients in
Australia, with the primary end-point being fusion success at 12 months and change from baseline in the Oswestry Disability Index
pain score. We expect completion of the trial 12 months following enrollment of the 30 th patient.

 Our
clinical, and regulatory strategy involves a well-established pathway to success. We intend to use the pilot clinical study data from
Australia to enable our larger U.S. pivotal clinical study, prior to submission of a PMA to the FDA.

 Clinical
trials involve the administration of the investigational product to healthy volunteers or to patients under the supervision of a qualified
investigator. Clinical trials must be conducted in accordance with good clinical practices under protocols that detail the objectives
of the study, the parameters to be used to monitor safety and the efficacy criteria to be evaluated. Each protocol must be submitted
to the FDA prior to its conduct. Further, each clinical study must be conducted under the auspices of an independent institutional review
board. The institutional review board will consider, among other things, ethical factors, the safety of human subjects and the possible
liability of the institution. The drug product used in clinical trials must be manufactured according to the FDA's current Good
Manufacturing Practices.

 Clinical
trials under IDE regulations are typically conducted in two sequential trials. In the Pilot trial, the initial introduction of the product
into healthy human subjects, the drug is tested for safety (adverse side effects), absorption, metabolism, bio-distribution, excretion,
food and drug interactions, abuse as well as limited measures of pharmacologic effect and proof of principle that involves studies in
a limited patient population in order to:

 assess
 the potential efficacy of the product for specific, targeted indications;

 demonstrate
 efficacy in a limited patient population;

 identify
 the range of doses likely to be effective for the indication; and

 identify
 possible adverse events and safety risks.

 When
there is evidence that the product may be effective and has an acceptable safety profile in pilot evaluations, pivotal trials are undertaken
to establish and confirm the clinical efficacy and establish the safety profile of the product within a larger population at geographically
dispersed clinical study sites. Pivotal trials frequently involve randomized controlled trials and, whenever possible, studies are conducted
in a manner so that neither the patient nor the investigator knows what treatment is being administered. The Company, the institutional review board ("IRB") or the
FDA, may suspend clinical trials at any time if it is believed that the individuals participating in such trials are being exposed to
unacceptable health risks. We intend to rely upon third-party contractors to advise and assist us in the preparation of our IDEs and
the conduct of clinical trials that will be conducted under the IDEs.

 Premarket
Approval and FDA Approval Process

 The
results of the manufacturing process, development work, non-clinical studies and clinical studies are submitted to the FDA in the form
of a PMA prior to marketing and selling the product. The testing and approval process is likely to require substantial time and effort.
In addition to the results of non-clinical and clinical testing, the PMA applicant must submit detailed information about chemistry,
manufacturing and controls that will describe how the product is made and tested through the manufacturing process.

 The
PMA review process involves FDA investigation into the details of the manufacturing process, as well as the design and analysis of each
of the non-clinical and clinical studies. This review includes inspection of the manufacturing facility, the data recording process for
the clinical studies, the record keeping at a sample of clinical trial sites and a thorough review of the data collected and analyzed
for each non-clinical and clinical study. Through this investigation, the FDA reaches a decision about the risk-benefit profile of a
product candidate. If the benefit is worth the risk, the FDA begins negotiating with the company about the content of an acceptable package
insert and associated Risk Evaluation and Mitigation Strategies, if required.

 The
approval process is affected by a number of factors, including the severity of the disease, the availability of alternative treatments
and the risks and benefits demonstrated in clinical trials. Consequently, there is a risk that approval may not be granted on a timely
basis, if at all. The FDA may deny a PMA if applicable regulatory criteria are not satisfied, require additional testing or information
or require post-marketing testing (Phase 4) and surveillance to monitor the safety of a company's product if it does not believe
the PMA contains adequate evidence of the safety and efficacy of the product. Moreover, if regulatory approval of a product is granted,
such approval may entail limitations on the indicated uses for which it may be marketed. Finally, product approvals may be withdrawn
if compliance with regulatory standards is not maintained or health problems are identified that would alter the risk-benefit analysis
for the product. Post-approval studies may be conducted to explore the use of the product for new indications or populations such as
pediatrics.

 Among
the conditions for PMA approval is the requirement that any prospective manufacturer's quality control and manufacturing procedures
conform to the FDA's Good Manufacturing Practices and the specifications approved in the PMA. In complying with standards set forth
in these regulations, manufacturers must continue to expend time, money and effort in the area of product and quality control to ensure
full technical compliance. Manufacturing establishments, both foreign and domestic, also are subject to inspections by or under the authority
of the FDA and by other federal, state or local agencies. Additionally, in the event of non-compliance, FDA may issue warning letters
and/or seek criminal and civil penalties, enjoin manufacture, seize product or revoke approval.

 International
Approval

 Whether
or not FDA approval has been obtained, approval of a product by regulatory authorities in foreign countries must be obtained prior to
the commencement of commercial sales of the medical product in such countries. The requirements governing the conduct of clinical trials
and product approvals vary widely from country to country, and the time required for approval may be longer or shorter than that required
for FDA approval. Although there are some procedures for unified filings for certain European countries, in general, each country at
this time has its own procedures and requirements.

 Other
Regulation

 In
addition to regulations enforced by the FDA, we are also subject to U.S. regulation under the Controlled Substances Act, the Occupational
Safety and Health Act, the Environmental Protection Act, the Toxic Substances Control Act, the Resource Conservation and Recovery Act
and other present and potential future federal, state, local or similar foreign regulations. Our research and development may involve
the controlled use of hazardous materials, chemicals and radioactive compounds. Although we believe that its safety procedures for handling
and disposing of such materials comply with the standards prescribed by state and federal regulations, the risk of accidental contamination
or injury from these materials cannot be completely eliminated. In the event of any accident, we could be held liable for any damages
that result and any such liability could exceed our resources.

 Employees
and Human Capital

 As
of the date hereof, we have two full-time employees, Jeffery Frelick and Deina Walsh. See "Management" below for biographies
of Mr. Frelick and Ms. Walsh. 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. Our future performance
will depend in part on our ability to successfully integrate newly hired officers and to engage and retain consultants, as well as our
ability to develop an effective working relationship with our management and consultants.

 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 and our ability to develop an effective working
relationship among senior management. Losing key personnel or failing to recruit necessary additional personnel would impede our ability
to attain our development objectives.

 Corporate Information

 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.
Our website and the information contained on, or that can be accessed through, the website will not be deemed to be incorporated by reference
in, and are not considered part of, this Annual Report.

 Item
1A. Risk Factors

 The
following factors, as well as factors described elsewhere in this Form 10-K, or in other filings by us with the Securities and Exchange
Commission, could adversely affect our consolidated financial position, results of operations or cash flows. Other factors not presently
known to us or that we presently believe are not material could also affect our business operations and financial results.

 Risk
Factor Summary

 The
following is a summary of the principal risks that could materially adversely affect our business operations, industry and financial
results.

 Risks
 Related to Our Financial Position and Capital Needs

 We have a limited
 operating history.

 Our long-term capital requirements
 are subject to numerous risks.

 Our recurring operating
 losses have raised substantial doubt regarding our ability to continue as a going concern.

 We have incurred losses
 since inception and we expect our operating expenses to increase in the foreseeable future.

 We face a number of risks
 associated with the incurrence of substantial debt which could adversely affect our financial condition.

 Risks
 Related to the Development and Regulatory Approval of our Product Candidates

 Our product
 candidates are at an early stage of development and may not be successfully developed or commercialized.

 FDA regulation is costly
 and time consuming, which may delay or prevent us from commercializing our product candidates.

 Any product candidate we
 advance into clinical trials may cause unacceptable adverse events.

 Suspensions or delays in
 the commencement and completion of clinical testing could result in increased costs to us and delay or prevent our ability to complete
 development of that product or generate product revenues.

 We have limited resources
 to pursue product candidates and indications.

 We may find it difficult
 to enroll patients in our clinical trials.

 Any success in preclinical
 studies and early clinical trials does not predict the success of later trials; our product candidates may not have favorable results
 or receive regulatory approval.

 Risks associated with operating
 in foreign countries could negatively affect our product development.

 We may be unable to obtain
 regulatory approval in non-U.S. jurisdictions.

 Even if our lead product
 candidate received regulatory approval, it may still face future development and regulatory difficulties.

 The results of our clinical
 trials may not support our product candidate claims and the results of preclinical studies and completed clinical trials are not
 necessarily predictive of future results.

 Risks
 Related to Our Dependence on Third Parties

 We may fail
 to retain or recruit necessary personnel, and we may be unable to secure the services of consultants.

 We rely on third parties
 to supply raw materials for our product candidates and to conduct our preclinical and clinical trials.

 We depend on third parties,
 including researchers, who are not under our control.

 Business interruptions
 could adversely affect future operations, revenues, and financial conditions, and may increase our costs and expenses.

 Our employees may engage
 in misconduct or other improper activities, which could cause significant liability for us and harm our reputation.

 Risks
 Related to our Intellectual Property

 Our ability
 to compete may be limited or eliminated if we are not able to protect our products.

 We may incur substantial
 costs as a result of litigation or other proceedings relating to patent and other intellectual property rights, as well as costs
 associated with lawsuits.

 We may not be able to obtain
 patent protection to protect our product candidates and technology.

 We must comply with our
 obligations under license agreements or risk losing rights that are important to our business.

 We may infringe the intellectual
 property rights of others, which may prevent or delay our product development efforts and stop us from commercializing or increase
 the costs of commercializing our product candidates, and force us to pay damages.

 We may be subject to claims
 that our employees, consultants or independent contractors have wrongfully used or disclosed alleged trade secrets.

 The terms of our patents may not be sufficient to effectively protect our
product candidates and business.

 Our intellectual property
 may not be sufficient to protect our products from competition, which may negatively affect our business as well as limit our partnership
 or acquisition appeal.

 If we are not able to protect
 and control our unpatented trade secrets, know-how and other technological innovation, we may suffer competitive harm.

 We may incur substantial
 costs in legal proceedings or other actions relating to intellectual property rights.

 If we are unable to protect
 our intellectual property rights, our competitors may develop and market products with similar features that may reduce demand for
 our potential products.

 Risks
 Relating to Commercializing of our Lead Product Candidate and Future Product Candidates

 Our commercial
 success and ability to generate revenue depends upon attaining significant market acceptance of our lead product candidate and future
 product candidates, if approved, among physicians, patients, healthcare payors and treatment centers.

 Our product candidates,
 if approved, may not be covered or adequately reimbursed by third-party payors.

 Healthcare legislative
 measures aimed at reducing healthcare costs may negatively impact our business.

 Risks
 Related to Our Business Operations

 We operate
 in a highly competitive environment.

 Our future success depends
 on the performance and continued service of our officers and directors.

 Competitors could develop
 and/or gain FDA approval of our products for a different indication.

 We face substantial competition,
 which may result in others discovering, developing or commercializing products before or more successfully than we do.

 The impact of public health
 crises is difficult to predict and could materially and adversely affect our business and results of operations.

 Significant disruptions
 of information technology systems, computer system failures or breaches of information security could adversely affect our business.

 We will need to grow the
 size of our organization in the future, and we may experience difficulties in managing this growth.

 Product liability lawsuits
 against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop.

 Our ability to use net
 operating losses to offset future taxable income may be subject to limitations.

 Risks
 Related to Healthcare Compliance Regulations

 If we or they
 are unable to comply with healthcare laws and regulations, we may become subject to civil and criminal investigations and proceedings
 that could have a material adverse effect on our business, financial condition and prospects.

 The application of privacy
 provisions of HIPAA is uncertain.

 Risks
 Related to Owning our Common Stock

 The price of
 our common stock may fluctuate substantially.

 Future sales and issuances
 of our common stock could result in additional dilution of the percentage ownership of our stockholders and could cause our share
 price to fall.

 We may be unable to comply
 with the continued listing standards of Nasdaq.

 We do not intend to pay
 cash dividends on our shares of common stock.

 Our President and Chief
 Executive Officer and Chief Financial Officer have contractual rights to participate in future financings.

 If our shares of common
 stock become subject to the penny stock rules, it would become more difficult to trade our shares.

 General
 Risk Factors

 If we are unable
 to establish appropriate internal financial reporting controls and procedures, it could cause investors to lose confidence in our
 reported financial information and have a negative effect on the market price for shares of our common stock.

 We may be at risk of securities
 class action litigation.

 Market and economic conditions
 may negatively impact our business, financial condition and share price.

 If securities or industry
 analysts do not publish research or reports, or publish unfavorable research or reports about our business, our stock price and trading
 volume may decline.

 Our governing documents
 and Delaware law have anti-takeover effects that could discourage, delay or prevent a change in control.

 Provisions of our warrants
 could discourage an acquisition of us by a third party.

 Financial
reporting obligations of being a public company in the U.S. are expensive and time-consuming, and our management will be required to
devote substantial time to compliance matters.

 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 require approximately $5 million to complete first-in-man studies, and an estimated additional $24 million in
scientific expenses to achieve FDA approval, if possible, for a spine interbody fusion indication. These amounts are estimates based
on data currently available to us, and are subject to many factors, including the risk factors discussed herein. We anticipate we will
need to raise substantial additional funds for the pivotal clinical trial prior to marketing our first product. The above estimates and
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.

 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.

 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,
2023, we incurred a net loss of $8.9 million, and used net cash in operating activities of $9.6 million. Our available cash is expected
to fund our operations through the second quarter of 2024. 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, 2023, 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.

 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 December 31, 2023 have incurred accumulated losses of approximately $80.9
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.

 Risks
Related to the Development and Regulatory Approval of our Product Candidates

 Our
product candidates are at an early stage of development and may not be successfully developed or commercialized.

 Our
products are in the early stage of development and will require substantial further capital expenditures, development, testing, and regulatory
clearances prior to commercialization. The development and regulatory approval process takes several years, and it is not likely that
our products, technologies or processes, even if successfully developed and approved by the FDA, would be commercially available for
five or more years. Of the large number of devices in development, only a small percentage successfully completes the FDA regulatory
approval process and is commercialized. Accordingly, even if we are able to obtain the requisite financing to fund our development programs,
we cannot assure you that our product candidates will be successfully developed or commercialized. Our failure to develop, manufacture
or receive regulatory approval for or successfully commercialize any of our product candidates, could result in the failure of our business
and a loss of all of your investment in our company.

 Any
product candidates advanced into clinical development are subject to extensive regulation, which can be costly and time consuming, cause
unanticipated delays or prevent the receipt of the required approvals to commercialize such product candidates.

 The
clinical development, manufacturing, labeling, storage, record-keeping, advertising, promotion, import, export, marketing and distribution
of our product candidates are subject to extensive regulation by the FDA in the U.S. and by comparable health authorities in foreign
markets. In the U.S., we may not be permitted to market our product candidates until we receive approval of our PMA from the FDA. The
process of obtaining PMA approval is expensive, often takes many years and can vary substantially based upon the type, complexity and
novelty of the products involved. In addition to the significant clinical testing requirements, our ability to obtain marketing approval
for these products depends on obtaining the final results of required non-clinical testing, including characterization of the manufactured
components of our product candidates and validation of our manufacturing processes. The FDA may determine that our product manufacturing
processes, testing procedures or facilities are insufficient to justify approval. Approval policies or regulations may change and the
FDA has substantial discretion in the approval process, including the ability to delay, limit or deny approval of a product candidate
for many reasons. Despite the time and expense invested in clinical development of product candidates, regulatory approval is never guaranteed.

 The
FDA or another regulatory agency can delay, limit or deny approval of a product candidate for many reasons, including, but not limited
to:

 the
 FDA or comparable foreign regulatory authorities may disagree with the design or implementation of clinical trials;

 we
 may be unable to demonstrate to the satisfaction of the FDA that a product candidate is safe and effective for any indication;

 the
 FDA may not accept clinical data from trials which are conducted by individual investigators or in countries where the standard of
 care is potentially different from the U.S.;

 the
 results of clinical trials may not meet the level of statistical significance required by the FDA for approval;

 we
 may be unable to demonstrate that a product candidate's clinical and other benefits outweigh its safety risks;

 the
 FDA may disagree with our interpretation of data from preclinical studies or clinical trials;

 the
 FDA may fail to approve the manufacturing processes or facilities of third-party manufacturers with which we or our collaborators
 contract for clinical and commercial supplies; or

 the
 approval policies or regulations of the FDA may significantly change in a manner rendering our clinical data insufficient for approval.

 With
respect to foreign markets, approval procedures vary among countries and, in addition to the aforementioned risks, can involve additional
product testing, administrative review periods and agreements with pricing authorities. Any delay in obtaining, or inability to obtain,
applicable regulatory approvals could prevent us from commercializing our product candidates.

 Any
product candidate we advance into clinical trials may cause unacceptable adverse events or have other properties that may delay or prevent
their regulatory approval or commercialization or limit their commercial potential.

 Unacceptable
adverse events caused by any of our product candidates that we advance into clinical trials could cause us or regulatory authorities
to interrupt, delay or halt clinical trials and could result in the denial of regulatory approval by the FDA or other regulatory authorities
for any or all targeted indications and markets. This, in turn, could prevent us from commercializing the affected product candidate
and generating revenues from its sale.

 We
have not yet completed testing of any of our product candidates for the treatment of the indications for which we intend to seek product
approval in humans, and we currently do not know the extent of adverse events, if any, that will be observed in patients who receive
any of our product candidates. If any of our product candidates cause unacceptable adverse events in clinical trials, we may not be able
to obtain regulatory approval or commercialize such product or, if such product candidate is approved for marketing, future adverse events
could cause us to withdraw such product from the market.

 Delays
in the commencement of clinical trials could result in increased costs and delay our ability to pursue regulatory approval.

 The
commencement of clinical trials can be delayed for a variety of reasons, including delays in:

 obtaining
 regulatory clearance to commence a clinical trial;

 identifying,
 recruiting and training suitable clinical investigators;

 reaching
 agreement on acceptable terms with prospective clinical research organizations, and trial sites, the terms of which can be subject
 to extensive negotiation, may be subject to modification from time to time and may vary significantly among different clinical research
 organizations and trial sites;

 obtaining
 sufficient quantities of a product candidate for use in clinical trials;

 obtaining
 an IRB or ethics committee approval to conduct a clinical trial at a prospective site;

 identifying,
 recruiting and enrolling patients to participate in a clinical trial;

 retaining
 patients who have initiated a clinical trial but may withdraw due to adverse events from the therapy, insufficient efficacy, fatigue
 with the clinical trial process or personal issues: and

 issues
 of relationship between clinical trials in non-U.S. countries, such as our first-in-man pilot clinical trial being conducted in
 Australia, and FDA approval.

 Any
delays in the commencement of clinical trials will delay our ability to pursue regulatory approval for our product candidates. In addition,
many of the factors that cause, or lead to, a delay in the commencement of clinical trials may also ultimately lead to the denial of
regulatory approval of a product candidate.

 Suspensions
or delays in the completion of clinical testing could result in increased costs to us and delay or prevent our ability to complete development
of that product or generate product revenues.

 Once
a clinical trial has begun, patient recruitment and enrollment may be slower than we anticipate. Clinical trials may also be delayed
as a result of ambiguous or negative interim results or difficulties in obtaining sufficient quantities of product manufactured in accordance
with regulatory requirements. Further, a clinical trial may be modified, suspended or terminated by us, an IRB, an ethics committee or
a data safety monitoring committee overseeing the clinical trial, any clinical trial site with respect to that site, or the FDA or other
regulatory authorities due to a number of factors, including:

 failure
 to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols;

 inspection
 of the clinical trial operations or clinical trial site by the FDA or other regulatory authorities resulting in the imposition of
 a clinical hold;

 stopping
 rules contained in the protocol;

 unforeseen
 safety issues or any determination that the clinical trial presents unacceptable health risks; and/or

 lack
 of adequate funding to continue the clinical trial.

 Any
changes in the current regulatory requirements and guidance also may occur, and we may need to amend clinical trial protocols to reflect
these changes. Amendments may require us to resubmit clinical trial protocols to IRBs for re-examination, which may impact the costs,
timing and the likelihood of a successful completion of a clinical trial. If we experience delays in the completion of, or if we must
suspend or terminate, any clinical trial of any product candidate, our ability to obtain regulatory approval for that product candidate
will be delayed and the commercial prospects, if any, for the product candidate may suffer as a result. In addition, many of these factors
may also ultimately lead to the denial of regulatory approval of a product candidate.

 We
may expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates
or indications for which there may be a greater likelihood of success.

 Because
we have limited financial and managerial resources, we are focused on our lead product candidate for spine fusion. As a result, we may
forego or delay pursuit of opportunities with other product candidates or, for other indications for which there may be a greater likelihood
of success or may prove to have greater commercial potential. Notwithstanding our investment to date and anticipated future expenditures,
we may never successfully develop any marketed treatments using these products. Research programs to identify new product candidates
or pursue alternative indications for current product candidates require substantial technical, financial and administrative support.

 We
may find it difficult to enroll patients in our clinical trials which could delay or prevent the start of clinical trials for our product
candidate.

 Identifying
and qualifying patients to participate in clinical trials of our product candidate is essential to our success. The timing of our clinical
trials depends in part on the rate at which we can recruit patients to participate in clinical trials of our product candidate, and we
may experience delays in our clinical trials if we encounter difficulties in enrollment. If we experience delays in our clinical trials,
the timeline for obtaining regulatory approval of our product candidate will most likely be delayed.

 Many
factors may affect our ability to identify, enroll and maintain qualified patients, including the following:

 eligibility
 criteria of our ongoing and planned clinical trials with specific characteristics appropriate for inclusion in our clinical trials;

 design
 of the clinical trial;

 size
 and nature of the patient population;

 patients'
 perceptions as to risks and benefits of the product candidate under study and the participation in a clinical trial generally in
 relation to other available therapies;

 the
 availability and efficacy of competing therapies and clinical trials;

 pendency
 of other trials underway in the same patient population;

 willingness
 of physicians to participate in our planned clinical trials;

 severity
 of the disease under investigation;

 proximity
 of patients to clinical sites;

 patients
 who do not complete the trials for personal reasons; and

 issues
 with Contract Research Organizations ("CROs") and/or with other vendors that handle our clinical trials.

 We
may not be able to initiate or continue to support clinical trials of our product candidates, for one or more applications, or any future
product candidates if we are unable to locate and enroll a sufficient number of eligible participants in these trials as required by
the FDA or other regulatory authorities. Even if we are able to enroll a sufficient number of patients in our clinical trials, if the
pace of enrollment is slower than we expect, the development costs for our product candidate may increase and the completion of our trials
may be delayed or our trials could become too expensive to complete.

 If
we experience delays in the completion of, or termination of, any clinical trials of our product candidate, the commercial prospects
of our product candidate could be harmed, and our ability to generate product revenue from any of our product candidate could be delayed
or prevented. In addition, any delays in completing our clinical trials would likely increase our overall costs, impair product candidate
development and jeopardize our ability to obtain regulatory approval relative to our current plans. Any of these occurrences may harm
our business, financial condition, and prospects significantly.

 The
results of preclinical studies are not necessarily predictive of future results. Our product candidates that may advance into clinical
trials may not have favorable results in later clinical trials or receive regulatory approval.

 Success
in preclinical studies and early clinical trials does not ensure that later clinical trials will generate adequate data to demonstrate
the efficacy and safety of a device. A number of companies in the pharmaceutical and biotechnology industries, including those with greater
resources and experience than us, have suffered significant setbacks in clinical trials, even after seeing promising results in earlier
preclinical studies or clinical trials.

 Despite
the results reported in earlier preclinical studies for our lead product candidate, we do not know whether the clinical trials we may
conduct will demonstrate adequate efficacy and safety to result in regulatory approval to market our product candidate for a particular
indication, in any particular jurisdiction. Efficacy data from prospectively designed trials may differ significantly from those obtained
from retrospective subgroup analyses. If later-stage clinical trials do not produce favorable results, our ability to achieve regulatory
approval for our product candidate may be adversely impacted. Even if we believe that we have adequate data to support an application
for regulatory approval to market our current product candidate or any future product candidates, the FDA or other regulatory authorities
may not agree and may require that we conduct additional clinical trials.

 Risks
associated with operating in foreign countries could materially adversely affect our product development.

 We
may conduct future studies in countries outside of the U.S. Consequently, we may be subject to risks related to operating in foreign
countries. Risks associated with conducting operations in foreign countries include:

 differing
 regulatory requirements for device approvals and regulation of approved devices in foreign countries; more stringent privacy requirements
 for data to be supplied to our operations in the U.S., e.g., General Data Protection Regulation in the European Union;

 unexpected
 changes in tariffs, trade barriers and regulatory requirements; economic weakness, including inflation, or political instability
 in particular foreign economies and markets; compliance with tax, employment, immigration and labor laws for employees living or
 traveling abroad; foreign taxes, including withholding of payroll taxes;

 differing
 payor reimbursement regimes, governmental payors or patient self-pay systems and price controls;

 foreign
 currency fluctuations, which could result in increased operating expenses or reduced revenues, and other obligations incident to
 doing business or operating in another country;

 workforce
 uncertainty in countries where labor unrest is more common than in the U.S.;

 production
 shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and

 business
 interruptions resulting from geopolitical actions, including war and terrorism.

 Failure
to obtain regulatory approval in international jurisdictions would prevent our product candidate from being marketed abroad.

 In
addition to regulations in the U.S., to market and sell our product candidate in the European Union, United Kingdom, many Asian countries
and other jurisdictions, we must obtain separate regulatory approvals and comply with numerous and varying regulatory requirements. Approval
by the FDA does not ensure approval by regulatory authorities in other countries or jurisdictions, and approval by one regulatory authority
outside the U.S. does not ensure approval by regulatory authorities in other countries or jurisdictions or by the FDA. The regulatory
approval process outside the U.S. generally includes all of the risks associated with obtaining FDA approval as well as risks attributable
to the satisfaction of local regulations in foreign jurisdictions. The approval procedure varies among countries and can involve additional
testing. The time required to obtain approval may differ substantially from that required to obtain FDA approval. We may not be able
to obtain approvals from regulatory authorities outside the U.S. on a timely basis, if at all. Clinical trials accepted in one country
may not be accepted by regulatory authorities in other countries. In addition, many countries outside the U.S. require that a product
be approved for reimbursement before it can be approved for sale in that country. A product candidate that has been approved for sale
in a particular country may not receive reimbursement approval in that country.

 We
may not be able to file for regulatory approvals and may not receive necessary approvals to commercialize our product in any market.
If we are unable to obtain approval of any of our current product candidate or any future product candidates we may pursue by regulatory
authorities in the European Union, United Kingdom, Asia or elsewhere, the commercial prospects of that product candidate may be significantly
diminished, our business prospects could decline and this could materially adversely affect our business, results of operations and financial
condition.

 Even
if our lead product candidate received regulatory approval, it may still face future development and regulatory difficulties.

 Even
if we obtain regulatory approval for our lead product candidate, that approval would be subject to ongoing requirements by the FDA and
comparable foreign regulatory authorities governing the manufacture, quality control, further development, labeling, packaging, storage,
distribution, adverse event reporting, safety surveillance, import, export, advertising, promotion, recordkeeping and reporting of safety
and other post-marketing information. These requirements include submissions of safety and other post-marketing information and reports,
registration, as well as continued compliance by us and/or our Contract Development Manufacturing Organizations ("CDMOs")
and CROs for any post-approval clinical trials that we may conduct. The safety profile of any product will continue to be closely monitored
by the FDA and comparable foreign regulatory authorities after approval. If the FDA or comparable foreign regulatory authorities become
aware of new safety information after approval of our product candidate, they may require labeling changes or establishment of a risk
evaluation and mitigation strategy, impose significant restrictions on such product's indicated uses or marketing or impose ongoing
requirements for potentially costly post-approval studies or post-market surveillance.

 In
addition, manufacturers of devices and their facilities are subject to continual review and periodic inspections by the FDA and other
regulatory authorities for compliance with Current Good Manufacturing Practice, Good Clinical Practice, and other regulations. If we
or a regulatory agency discover previously unknown problems with a product, such as adverse events of unanticipated severity or frequency,
or problems with the facility where the product is manufactured, a regulatory agency may impose restrictions on that product, the manufacturing
facility or us, including requiring recall or withdrawal of the product from the market or suspension of manufacturing. If we, our product
candidate or the manufacturing facilities for our product candidate fail to comply with applicable regulatory requirements, a regulatory
agency may:

 issue
 warning letters or untitled letters;

 mandate
 modifications to promotional materials or require us to provide corrective information to healthcare practitioners;

 require
 us to enter into a consent decree, which can include imposition of various fines, reimbursements for inspection costs, required due
 dates for specific actions and penalties for noncompliance;

 seek
 an injunction or impose civil or criminal penalties or monetary fines;

 suspend
 or withdraw regulatory approval;

 suspend
 any ongoing clinical trials;

 refuse
 to approve pending applications or supplements to applications filed by us;

 suspend
 or impose restrictions on operations, including costly new manufacturing requirements; or

 seize
 or detain products, refuse to permit the import or export of products, or require us to initiate a product recall.

 The
occurrence of any event or penalty described above may inhibit our ability to successfully commercialize our product and generate revenues.

 Advertising
and promotion of any product candidates that obtains approval in the U.S. is heavily scrutinized by the FDA, the Department of Justice,
the Office of Inspector General of Health and Human Services, state attorneys general, members of Congress and the public. A company
can make only those claims relating to safety and efficacy, purity and potency that are approved by the FDA and in accordance with the
provisions of the approved label. Additionally, advertising and promotion of any product candidate that obtains approval outside of the
U.S. is heavily scrutinized by comparable foreign regulatory authorities. Violations, including actual or alleged promotion of our product
for unapproved or off-label uses, are subject to enforcement letters, inquiries and investigations, and civil and criminal sanctions
by the FDA, as well as prosecution under the federal False Claims Act. Any actual or alleged failure to comply with labeling and promotion
requirements may have a negative impact on our business.

 The
results of our clinical trials may not support our product candidate claims and the results of preclinical studies and completed clinical
trials are not necessarily predictive of future results.

 To
date, long-term safety and efficacy have not yet been demonstrated in clinical trials for any of our diagnostic product candidates. Favorable
results in early studies or trials, if any, may not be repeated in later studies or trials. Even if our clinical trials are initiated
and completed as planned, it cannot be certain that the results will support our product candidate claims. Success in preclinical testing
and pilot clinical trials does not ensure that later pilot or pivotal clinical trials will be successful. We cannot be sure that the
results of later clinical trials would replicate the results of prior clinical trials and preclinical testing. In particular, the limited
results we have obtained for our tests may not predict results from studies in larger numbers of subjects drawn from more diverse populations
over a longer period of time. Clinical trials may fail to demonstrate that our product candidates are safe for humans and effective for
indicated uses. Any such failure could cause us to abandon a product candidate and might delay development of other product candidates.
Preclinical and clinical results are frequently susceptible to varying interpretations that may delay, limit or prevent regulatory approvals
or commercialization. Any delay in, or termination of, our clinical trials would delay us in obtaining FDA approval for the affected
product candidate and, ultimately, our ability to commercialize that product candidate.

 Risks
Related to Our Dependence on Third Parties

 We
may fail to retain or recruit necessary personnel, and we may be unable to secure the services of consultants.

 As
of the date of this filing, we have two full-time employees. 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 and our ability to develop an effective working relationship among senior management.

 Certain
of our directors, officers, scientific advisors, and consultants serve as officers, directors, scientific advisors, or consultants of
other healthcare and life science companies or institutes that might be developing competitive products. Other than corporate opportunities,
none of our directors are obligated under any agreement or understanding with us to make any additional products or technologies available
to us. Similarly, we can give no assurances, and we do not expect and stockholders should not expect, that any biomedical or pharmaceutical
product or technology identified by any of our directors or affiliates in the future would be made available to us other than corporate
opportunities. We can give no assurances that any such other companies will not have interests that are in conflict with its interests.

 Losing
key personnel or failing to recruit necessary additional personnel would impede our ability to attain our development objectives. There
is intense competition for qualified personnel in the biomedical-development field, and we may not be able to attract and retain the
qualified personnel we need to develop our business.

 We
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. We expect that this will continue to be the
case. Such services may not always be available to us on a timely basis.

 We
rely on third parties to supply our raw materials, and if certain manufacturing-related services do not timely supply these products
and services, it may delay or impair our ability to develop, manufacture and market our products.

 We
rely on suppliers for raw materials and other third parties for certain manufacturing-related services to produce material that meets
appropriate content, quality and stability standards and to use in clinical trials of our products. To succeed, clinical trials require
adequate supplies of such materials, which may be difficult or uneconomical to procure or manufacture. We and our suppliers and vendors
may not be able to (i) produce our products to appropriate standards for use in clinical studies, (ii) perform under any definitive manufacturing,
supply or service agreements or (iii) remain in business for a sufficient time to successfully produce and market our product candidates.
If we do not maintain important manufacturing and service relationships, we may fail to find a replacement supplier or required vendor
or develop our own manufacturing capabilities which could delay or impair our ability to obtain regulatory approval for our products
and substantially increase our costs or deplete profit margins, if any. If we do find replacement providers, we may not be able to enter
into agreements with suppliers on favorable terms and conditions, or there could be a substantial delay before a new third party could
be qualified and registered with the FDA and foreign regulatory authorities as a provider.

 We
depend on third parties, including researchers, who are not under our control.

 We
depend upon independent investigators and scientific collaborators, such as universities and medical institutions or private physician
scientists, to conduct our preclinical and clinical trials under agreements. These collaborators are not our employees, and they cannot
control the amount or timing of resources that they devote to their programs or the timing of their procurement of clinical-trial data
or their compliance with applicable regulatory guidelines. Should any of these independent investigators and scientific collaborators
become disabled or die unexpectedly, or should they fail to comply with applicable regulatory guidelines, we may be forced to scale back
or terminate development of that program. They may not assign as great a priority to our programs or pursue them as diligently as we
would if we were undertaking those programs ourselves. Failing to devote sufficient time and resources to our development programs, or
substandard performance and failure to comply with regulatory guidelines, could result in delay of any FDA applications and our commercialization
of the product candidate involved.

 These
collaborators may also have relationships with other commercial entities, some of which may compete with us. Our collaborators assisting
our competitors at our expense could harm our competitive position. We have been and continue to be highly dependent on our strategic partner, MTF, for technical support.

 Business
interruptions could adversely affect future operations, revenues, and financial conditions, and may increase our costs and expenses.

 Our
operations, and those of our directors, advisors, contractors, consultants, CROs, and collaborators, could be adversely affected by earthquakes,
floods, hurricanes, typhoons, extreme weather conditions, fires, water shortages, power failures, business systems failures, medical
epidemics, and other natural and man-made disaster or business interruptions. Our phones, electronic devices and computer systems and
those of our directors, advisors, contractors, consultants, CROs, and collaborators are vulnerable to damages, theft and accidental loss,
negligence, unauthorized access, terrorism, war, electronic and telecommunications failures, and other natural and man-made disasters.
Operating as a virtual company, our employees conduct business outside of our headquarters and leased or owned facilities. These locations
may be subject to additional security and other risk factors due to the limited control of our employees. If such an event as described
above were to occur in the future, it may cause interruptions in our operations, delay research and development programs, clinical trials,
regulatory activities, manufacturing and quality assurance activities, sales and marketing activities, hiring, training of employees
and persons within associated third parties, and other business activities. For example, the loss of clinical trial data from completed
or future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or
reproduce the data.

 Likewise,
we will rely on third parties to manufacture our product candidates and conduct clinical trials, and similar events as those described
in the prior paragraph relating to their business systems, equipment and facilities could also have a material adverse effect on our
business. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or
inappropriate disclosure of confidential or proprietary information, we could incur liability and the further development and commercialization
of our product candidate could be delayed or altogether terminated.

 Our
employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements,
which could cause significant liability for us and harm our reputation.

 We
are exposed to the risk of employee fraud or other misconduct, including intentional failures to comply with FDA regulations or similar
regulations of comparable foreign regulatory authorities, provide accurate information to the FDA or comparable foreign regulatory authorities,
comply with manufacturing standards we have established, comply with federal and state healthcare fraud and abuse laws and regulations
and similar laws and regulations established and enforced by comparable foreign regulatory authorities, report financial information
or data accurately or disclose unauthorized activities to us. Employee misconduct could also involve the improper use of information
obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation. It is not always
possible to identify and deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective
in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits
stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against us, and we are
not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business and results
of operations, including the imposition of significant civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion
from government funded healthcare programs, such as Medicare and Medicaid, and integrity oversight and reporting obligations.

 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 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.

 We
may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights,
as well as costs associated with lawsuits.

 If
any other person filed patent applications, or is issued patents, claiming technology also claimed by us, we may be required to participate
in interference or derivation proceedings in the U.S. Patent and Trademark Office to determine priority and/or ownership of the invention.
Our licensors or we may also need to participate in interference proceedings involving issued patents and pending applications of another
entity.

 The
intellectual property environment in our industry is particularly complex, constantly evolving and highly fragmented. Other companies
and institutions have issued patents and have filed or will file patent applications that may issue into patents that cover or attempt
to cover products, processes or technologies similar to us. We have not conducted freedom-to-use patent searches on all aspects of our
product candidates or potential product candidates, and may be unaware of relevant patents and patent applications of third parties.
In addition, the freedom-to-use patent searches that have been conducted may not have identified all relevant issued patents or pending
patent applications. We cannot provide assurance that our proposed products in this area will not ultimately be held to infringe one
or more valid claims owned by third parties which may exist or come to exist in the future or that in such case we will be able to obtain
a license from such parties on acceptable terms.

 We
cannot guarantee that our technologies will not conflict with the rights of others. In some foreign jurisdictions, we could become involved
in opposition proceedings, either by opposing the validity of others' foreign patents or by persons opposing the validity of our
foreign patents.

 We
may also face frivolous litigation or lawsuits from various competitors or from litigious securities attorneys. The cost of any litigation
or other proceeding relating to these areas, even if deemed frivolous or resolved in our favor, could be substantial and could distract
management from its business. Uncertainties resulting from initiation and continuation of any litigation could have a material adverse
effect on our ability to continue our operations.

 We
cannot be certain we will be able to obtain patent protection to protect our product candidates and technology.

 We
cannot be certain that all patents applied for will be issued. If a third party has also filed a patent application relating to an
invention claimed by us or one or more of our licensors, we may be required to participate in an interference or derivation
proceeding declared or instituted by the United States Patent and Trademark Office (the "USPTO"), which could result in substantial uncertainties
and cost for us, even if the eventual outcome is favorable to us. The degree of future patent protection for our product candidates
and technology is uncertain. For example:

 we
 or our licensors might not have been the first to make the inventions covered by our issued patents, or pending or future patent
 applications;

 we
 or our licensors might not have been the first to file patent applications for the inventions;

 others
 may independently develop duplicative, similar or alternative technologies;

 it
 is possible that our patent applications will not result in an issued patent or patents, or that the scope of protection granted
 by any patents arising from our patent applications will be significantly narrower than expected;

 any
 patents under which we hold ultimate rights may not provide us with a basis for commercially-viable products, may not provide us
 with any competitive advantages or may be challenged by third parties as not infringed, invalid, or unenforceable under United States
 or foreign laws;

 any
 patent issued to us in the future or under which we hold rights may not be valid or enforceable; or

 we
 may develop additional technologies that are not patentable and which may not be adequately protected through trade secrets; for
 example, if a competitor independently develops duplicative, similar, or alternative technologies.

 If
we fail to comply with our obligations in the agreements under which we may license intellectual property rights from third parties or
otherwise experience disruptions to our business relationships with our licensors, we could lose rights that are important to our business.

 We
have entered and may be required to enter into intellectual property license agreements that are important to our business, including
our license agreement with UCLA TDG. These license agreements may impose various diligence, milestone payment, royalty and other obligations
on us, such as those imposed by the license agreement with UCLA TDG. For example, we may enter into exclusive license agreements with
various third parties (for example, universities and research institutions) and may be required to use commercially reasonable efforts
to engage in various development and commercialization activities with respect to licensed products, and may need to satisfy specified
milestones and royalty payment obligations. If we fail to comply with any obligations under our agreements with any of these licensors,
we may be subject to termination of the license agreements in whole or in part; increased financial obligations to our licensors or loss
of exclusivity in a particular field or territory, in which case our ability to develop or commercialize products covered by the license
agreements will be impaired.

 In
addition, disputes may arise regarding intellectual property subject to a license agreement, including:

 the
 scope of rights granted under the license agreement and other interpretation-related issues;

 the
 extent to which our technology, products, methods and processes infringe on intellectual property of the licensor that is not subject
 to the licensing agreement;

 our
 diligence obligations under the license agreement and what activities satisfy those obligations;

 if
 a third party expresses interest in an area under a license that we are not pursuing, under the certain terms of our license agreement,
 we may be required to sublicense rights in that area to the third party, and that sublicense could harm our business; and

 the
 ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us.

 If
disputes over the intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements
on acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates.

 We
may need to obtain licenses from third parties to advance our research to allow commercialization of our product candidates. We may fail
to obtain any of these licenses at a reasonable cost or on reasonable terms, if at all. In that event, we would be unable to further
develop and commercialize one or more of our product candidates, which could harm our business significantly.

 We
may infringe the intellectual property rights of others, which may prevent or delay our product development efforts, stop us from
commercializing or increase the costs of commercializing our product candidates, and force us to pay damages.

 Our
success will depend in part on our ability to operate without infringing the proprietary rights of third parties. We cannot guarantee
that our products or product candidates, or manufacture or use of our products or product candidates, will not infringe third-party patents.
Furthermore, a third party may claim that we are using inventions covered by the third party's patent rights and may go to court
to stop us from engaging in our normal operations and activities, including making or selling our product candidates or products. These
lawsuits are costly and could affect our results of operations and divert the attention of managerial and scientific personnel. Some
of these third parties may be better capitalized and have more resources than us. There is a risk that a court would decide that we are
infringing the third party's patents and would order us to stop the activities covered by the patents. In that event, we may not
have a viable way to get around the patent and may need to halt commercialization of the relevant product candidate(s) or product(s).
In addition, there is a risk that a court will order us to pay the other party damages for having violated the other party's patents.
In addition, we may be obligated to indemnify our licensors and collaborators against certain intellectual property infringement claims
brought by third parties, which could require us to expend additional resources. The pharmaceutical, medical device and biotechnology
industries have produced a proliferation of patents, and it is not always clear to industry participants, including us, which patents
cover various types of products or methods. The coverage of patents is subject to interpretation by the courts, and the interpretation
is not always uniform.

 If
we are sued for patent infringement, we would need to demonstrate that our products or methods either do not infringe the claims of the
relevant patent or that the patent claims are invalid or unenforceable, and we may not be able to do this. Proving invalidity is difficult.
For example, in the United States, proving invalidity requires a showing of clear and convincing evidence to overcome the presumption
of validity enjoyed by issued patents. Even if we are successful in these proceedings, we may incur substantial costs and divert management's
time and attention in pursuing these proceedings, which could have a material adverse effect on us. If we are unable to avoid infringing
the patent rights of others, we may be required to seek a license, which may not be available, and then we will have to defend an infringement
action or challenge the validity of the patent in court. Patent litigation is costly and time consuming. We may not have sufficient resources
to bring these actions to a successful conclusion. In addition, if we do not obtain a license, fail to develop or obtain non-infringing
technology, fail to defend an infringement action successfully or have infringed patents declared invalid or unenforceable, we may incur
substantial monetary damages, encounter significant delays in bringing our product candidates to market and be precluded from manufacturing
or selling our product candidates.

 We
cannot be certain that others have not filed patent applications for technology covered by our pending applications, or that we were
the first to invent the technology, because:

 some
 patent applications in the United States may be maintained in secrecy until the patents are issued;

 patent
 applications in the United States are typically not published until 18 months after the priority date; and

 publications
 in the scientific literature often lag behind actual discoveries.

 Our
competitors may have filed, and may in the future file, patent applications covering technology similar to ours. Any such patent applications
may have priority over our patent applications, which could further require us to obtain rights to issued patents covering such technologies.
If another party has filed US patent applications on inventions similar to ours that claims priority to any applications filed prior
to the priority dates of our applications, we may have to participate in an interference proceeding declared or a derivation proceed
instituted by the USPTO to determine priority of invention in the United States. The costs of these proceedings could be substantial,
and it is possible that such efforts would be unsuccessful if, unbeknownst to us, the other party had independently arrived at the same
or similar inventions prior to our own inventions, resulting in a loss of our U.S. patent position with respect to such inventions. Other
countries have similar laws that permit secrecy of patent applications, and thus the third party's patent or patent application
may be entitled to priority over our applications in such jurisdictions.

 Some
of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially
greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material
adverse effect on our ability to raise the funds necessary to continue our operations.

 We
may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed alleged trade secrets.

 As
is common in the medical device, biotechnology and pharmaceutical industries, we employ, and may employ in the future, individuals who
were previously employed at other medical device, biotechnology or pharmaceutical companies, including our competitors or potential competitors.
Although we try to ensure that our employees, consultants and independent contractors do not use the proprietary information or know-how
of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently
or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may be necessary
to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we could lose valuable
intellectual property rights or personnel, which could adversely impact our business. Even if we are successful in defending against
these claims, litigation could result in substantial costs and be a distraction to management.

 The
terms of our patents may not be sufficient to effectively protect our product candidates and business.

 In
most countries in which we file patent applications, including the U.S., the term of an issued patent is twenty years from the earliest
claimed filing date of a non-provisional patent application in the applicable country. With respect to any issued patents in the U.S.,
we may be entitled to obtain a patent term extension or extend the patent expiration date provided we meet the applicable requirements
for obtaining such patent term extensions. Although such extensions may be available, the life of a patent and the protection it
affords is by definition limited. Even if patents covering our product candidates are obtained, we may be open to competition from other
companies as well as generic products once the patent life has expired for a product. Our nine currently issued patents are expected
to expire on dates ranging approximately from 2024 and 2033, excluding any potential patent term extension or adjustment. Upon
the expiration of our issued patents, we will not be able to assert such patent rights against potential competitors and our business
and results of operations may be adversely affected.

 In
addition, the rights granted under any issued patents may not provide us with protection or competitive advantages against competitors
with similar technology. Furthermore, our competitors may independently develop similar technologies. For these reasons, we may have
competition for our technologies, platforms and product candidates. Moreover, because of the extensive time required for development,
testing and regulatory review of a potential product, it is possible that a related patent may expire before any particular product candidate
can be commercialized or that such patent will remain in force for only a short period following commercialization, thereby reducing
any significant advantage of the patent.

 Our
intellectual property may not be sufficient to protect our products from competition, which may negatively affect our business as well
as limit our partnership or acquisition appeal.

 We
may be subject to competition despite the existence of intellectual property we license or own. We can give no assurances that our intellectual
property will be sufficient to prevent third parties from designing around the patents we own or license and developing and commercializing
competitive products. The existence of competitive products that avoid our intellectual property could materially adversely affect our
operating results and financial condition. Furthermore, limitations, or perceived limitations, in our intellectual property may limit
the interest of third parties to partner, collaborate or otherwise transact with us, if third parties perceive a higher than acceptable
risk to commercialization of our products or future products.

 Our
approach involves filing patent applications covering new methods of use and/or new formulations of previously known, studied and/or
marketed devices. Although the protection afforded by patents issued from our patent applications may be significant, when looking at
our patents' ability to block competition, the protection offered by our patents may be, to some extent, more limited than the
protection provided by patents claiming the composition of matter previously unknown. If a competitor were able to successfully design
around any method of use and formulation patents we may have in the future, our business and competitive advantage could be significantly
affected.

 We
may elect to sue a third party, or otherwise make a claim, alleging infringement or other violation of patents, trademarks, trade dress,
copyrights, trade secrets, domain names or other intellectual property rights that we either own or license. If we do not prevail in
enforcing our intellectual property rights in this type of litigation, we may be subject to:

 paying
 monetary damages related to the legal expenses of the third party;

 facing
 additional competition that may have a significant adverse effect on our product pricing, market share, business operations, financial
 condition, and the commercial viability of our products; and

 restructuring
 our company or delaying or terminating select business opportunities, including, but not limited to, research and development, clinical
 trials, and commercialization activities, due to a potential deterioration of our financial condition or market competitiveness.

 A
third party may also challenge the validity, enforceability or scope of the intellectual property rights that we license or own; and,
the result of these challenges may narrow the claim scope of or invalidate patents that are integral to our product candidates in the
future. There can be no assurance that we will be able to successfully defend patents we own or licensed in an action against third parties
due to the unpredictability of litigation and the high costs associated with intellectual property litigation, amongst other factors.

 The
laws of some jurisdictions do not protect intellectual property rights to the same extent as the laws or rules and regulations in the
United States and Europe, and many companies have encountered significant difficulties in protecting and defending such rights in such
jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents,
trade secrets and other intellectual property protection, which could make it difficult for us to stop the infringement of our patents
or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in other
jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of
our business, could put our patents at risk of being invalidated, rendered unenforceable or interpreted narrowly and our patent applications
at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate,
and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual
property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we
develop or license. Furthermore, while we intend to protect our intellectual property rights in our expected significant markets, we
cannot ensure that we will be able to initiate or maintain similar efforts in all jurisdictions in which we may wish to market our products
or product candidates. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate, which
may have an adverse effect on our ability to successfully commercialize our product candidates in all of our expected significant foreign
markets. If we or our licensors encounter difficulties in protecting, or are otherwise precluded from effectively protecting, the intellectual
property rights important for our business in such jurisdictions, the value of these rights may be diminished, and we may face additional
competition from others in those jurisdictions.

 Changes
to patent law, for example the Leahy-Smith America Invests Act of 2011 and the Patent Reform Act of 2009 and
other future article of legislation in the U.S., may substantially change the regulations and procedures surrounding patent applications,
issuance of patents, prosecution of patents, challenges to patent validity, and patent enforcement. We can give no assurances that our
patents and those of our licensor(s) can be defended or will protect us against future intellectual property challenges, particularly
as they pertain to changes in patent law and future patent law interpretations.

 In
addition, enforcing and maintaining our intellectual property protection depends on compliance with various procedural, document submission,
fee payment and other requirements imposed by the U.S. Patent and Trademark Office and courts, and foreign government patent agencies
and courts, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

 If
we are not able to protect and control our unpatented trade secrets, know-how and other technological innovation, we may suffer competitive
harm.

 We
also rely on proprietary trade secrets and unpatented know-how to protect our research and development activities, particularly when
we do not believe that patent protection is appropriate or available. However, trade secrets are difficult to protect. We will attempt
to protect our trade secrets and unpatented know-how by requiring our employees, consultants, collaborators, and advisors to execute
a confidentiality and non-use agreement. We cannot guarantee that these agreements will provide meaningful protection, that these agreements
will not be breached, that we will have an adequate remedy for any such breach, or that our trade secrets will not otherwise become known
or independently developed by a third party. Our trade secrets, and those of our present or future collaborators that we utilize by agreement,
may become known or may be independently discovered by others, which could adversely affect the competitive position of our product candidates.

 We
may incur substantial costs enforcing our patents, defending against third-party patents, invalidating third-party patents or licensing
third-party intellectual property, as a result of litigation or other proceedings relating to patent and other intellectual property
rights.

 We
may be unaware of or unfamiliar with prior art and/or interpretations of prior art that could potentially impact the validity or scope
of our patents, pending patent applications, or patent applications that we will file. We may have elected, or elect now or in the future,
not to maintain or pursue intellectual property rights that, at some point in time, may be considered relevant to or enforceable against
a competitor.

 We
take efforts and enter into agreements with employees, consultants, collaborators, and advisors to confirm ownership and chain of title
in intellectual property rights. However, an inventorship or ownership dispute could arise that may permit one or more third parties
to practice or enforce our intellectual property rights, including possible efforts to enforce rights against us.

 We
may not have rights under some patents or patent applications that may cover technologies that we use in our research, product candidates
and particular uses thereof that we seek to develop and commercialize, as well as synthesis of our product candidates. Third parties
may own or control these patents and patent applications in the United States and elsewhere. These third parties could bring claims against
us or our collaborators that would cause us to incur substantial expenses and, if successful against us, could cause us to pay substantial
damages. Further, if a patent infringement suit were brought against us or our collaborators, we or they could be forced to stop or delay
research, development, manufacturing or sales of the product or product candidate that is the subject of the suit. We or our collaborators
therefore may choose to seek, or be required to seek, a license from the third-party and would most likely be required to pay license
fees or royalties or both. These licenses may not be available on acceptable terms, or at all. Even if we or our collaborators were able
to obtain a license, the rights may be nonexclusive, which would give our competitors access to the same intellectual property. Ultimately,
we could be prevented from commercializing a product or product candidate, or forced to cease some aspect of our business operations,
as a result of patent infringement claims, which could harm our business.

 There
has been substantial litigation and other legal proceedings regarding patent and other intellectual property rights in the pharmaceutical,
medical device and biotechnology industries. Although we are not currently a party to any patent litigation or any other adversarial
proceeding, including any interference or derivation proceeding declared or instituted before the USPTO, regarding intellectual property rights with respect to our products, product candidates and technology, it is possible that we
may become so in the future. We are not currently aware of any actual or potential third-party infringement claim involving our product
candidates. The cost to us of any patent litigation or other proceeding, even if resolved in our favor, could be substantial. The outcome
of patent litigation is subject to uncertainties that cannot be adequately quantified in advance, including the demeanor and credibility
of witnesses and the identity of the adverse party, especially in pharmaceutical, medical device and biotechnology related patent cases
that may turn on the testimony of experts as to technical facts upon which experts may reasonably disagree. Some of our competitors may
be able to sustain the costs of such litigation or proceedings more effectively than we can because of their substantially greater financial
resources. If a patent or other proceeding is resolved against us, we may be enjoined from researching, developing, manufacturing or
commercializing our products or product candidates without a license from the other party and we may be held liable for significant damages.
We may not be able to obtain any required license on commercially acceptable terms or at all.

 Uncertainties
resulting from the initiation and continuation of patent litigation or other proceedings could harm our ability to compete in the marketplace.
Patent litigation and other proceedings may also absorb significant management time.

 If
we are unable to protect our intellectual property rights, our competitors may develop and market products with similar features that
may reduce demand for our potential products.

 The
following factors are important to our success:

 receiving
 patent protection for our product candidates;

 preventing
 others from infringing our intellectual property rights; and

 maintaining
 our patent rights and trade secrets.

 We
will be able to protect our intellectual property rights in patents and trade secrets from unauthorized use by third parties only to
the extent that such intellectual property rights are covered by valid and enforceable patents or are effectively maintained as trade
secrets.

 Because
issues of patentability involve complex legal and factual questions, the issuance, scope and enforceability of patents cannot be predicted
with certainty. Patents may be challenged, invalidated, found unenforceable, or circumvented. United States patents and patent applications
may be subject to interference and derivation proceedings, United States patents may also be subject to post grant proceedings, including
re-examination, derivation, Inter Partes Review and Post Grant Review, in the USPTO and foreign
patents may be subject to opposition or comparable proceedings in corresponding foreign patent offices, which could result in either
loss of the patent or denial of the patent application or loss or reduction in the scope of one or more of the claims of the patent or
patent application. In addition, such interference, derivation, post grant and opposition proceedings may be costly. Thus, any patents
that we own or license from others may not provide any protection against competitors. Furthermore, an adverse decision in an interference
or derivation proceeding can result in a third-party receiving the patent rights sought by us, which in turn could affect our ability
to market a potential product to which that patent filing was directed. Our pending patent applications, those that we may file in the
future, or those that we may license from third parties may not result in patents being issued. If issued, they may not provide us with
proprietary protection or competitive advantages against competitors with similar technology. Furthermore, others may independently develop
similar technologies or duplicate any technology that we have developed. Many countries, including certain countries in Europe, have
compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. For example, compulsory licenses
may be required in cases where the patent owner has failed to "work" the invention in that country, or the third-party has
patented improvements. In addition, many countries limit the enforceability of patents against government agencies or government contractors.
In these countries, the patent owner may have limited remedies, which could materially diminish the value of our patents. Moreover, the
legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual
property protection, which makes it difficult to stop infringement.

 In
addition, our ability to enforce our patent rights depends on our ability to detect infringement. It is difficult to detect infringers
who do not advertise or otherwise promote the compositions that are used in their products. Any litigation to enforce or defend our patent
rights, even if we prevail, could be costly and time-consuming and would divert the attention of management and key personnel from business
operations.

 We
will also rely on trade secrets, know-how and technology, which are not protected by patents, to maintain our competitive position. We
will seek to protect this information by entering into confidentiality agreements with parties that have access to it, such as strategic
partners, collaborators, employees, contractors and consultants. Any of these parties may breach these agreements and disclose our confidential
information or our competitors might learn of the information in some other way. If any trade secret, know-how or other technology not
protected by a patent were disclosed to, or independently developed by, a competitor, our business, financial condition and results of
operations could be materially adversely affected.

 Risks
Relating to Commercializing of our Lead Product Candidate and Future Product Candidates

 Our
commercial success and ability to generate revenue depends upon attaining significant market acceptance of our lead product
candidate and future product candidates, if approved, among physicians, patients, healthcare payors and treatment
centers.

 Our
future financial performance will depend upon the introduction and customer acceptance of our products. Even if we obtain regulatory
approval for our lead product candidate or any future product candidates, the products may not gain market acceptance among physicians,
healthcare payors, patients or the medical community, including treatment centers. Market acceptance of any product candidates for which
we receive approval depends on a number of factors, including:

 receipt
 of regulatory approval of marketing claims for the uses that we are developing;

 the
 efficacy and safety of such product candidates as demonstrated in clinical trials;

 the
 clinical indications and patient populations for which the product candidate is approved;

 acceptance
 by physicians, major treatment centers and patients of the product candidates as a safe and effective treatment;

 the
 potential and perceived advantages of product candidates over alternative treatments;

 relative
 convenience and ease of administration;

 the
 safety of product candidates seen in a broader patient group, including our use outside the approved indications;

 any
 restrictions on use together with other medications;

 the
 prevalence and severity of any side effects;

 product
 labeling or product insert requirements of the FDA or other regulatory authorities;

 the
 timing of market introduction of our product as well as competitive products;

 the
 development of manufacturing and distribution processes for commercial scale manufacturing for our current product candidate and
 any future product candidates;

 the
 cost of treatment in relation to alternative treatments;

 the
 availability of coverage and adequate reimbursement from government and third-party payors, such as insurance companies, health maintenance
 organizations and other health plan administrators;

 our
 ability to attract corporate partners, including medical device, biotechnology and pharmaceutical companies, to assist in commercializing
 our proposed products; and

 the
 effectiveness of our sales and marketing efforts and those of our collaborators.

 Physicians,
patients, payors or the medical community in general may be unwilling to accept, utilize or recommend any of our proposed formulations
or products. If our current product and any future product candidates are approved but fail to achieve market acceptance, we will not
be able to generate significant revenues, which would compromise our ability to become profitable.

 Even
if we are able to commercialize our lead product candidate or any future product candidates, the products may not receive coverage and
adequate reimbursement from third-party payors in the U.S. and in other countries in which we seek to commercialize our products, which
could harm our business.

 Our
ability to commercialize any product successfully will depend, in part, on the extent to which coverage and adequate reimbursement for
such product and related treatments will be available from third-party payors, including government health administration authorities,
private health insurers and other organizations.

 Third-party
payors determine which medications they will cover and establish reimbursement levels. A primary trend in the healthcare industry is
cost containment. Third-party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular
medications. Increasingly, third-party payors are requiring that biomedical companies provide them with predetermined discounts from
list prices and are challenging the prices charged for medical products. Third-party payors may also seek additional clinical evidence,
beyond the data required to obtain regulatory approval, demonstrating clinical benefit and value in specific patient populations before
covering our product for those patients. We cannot be sure that coverage and adequate reimbursement will be available for any product
that we commercialize and, if coverage is available, what the level of reimbursement will be. Coverage and reimbursement may impact the
demand for, or the price of, any product candidate for which we obtain regulatory approval. If reimbursement is not available or is available
only at limited levels, we may not be able to successfully commercialize any product candidate for which we obtain regulatory approval.

 There
may be significant delays in obtaining coverage and reimbursement for newly approved devices, and coverage may be more limited than the
purposes for which the device is approved by the FDA or comparable foreign regulatory authorities. Moreover, eligibility for coverage
and reimbursement does not imply that any device will be paid for in all cases or at a rate that covers our costs, including research,
development, manufacture, sale and distribution. Interim reimbursement levels for new devices, if applicable, may also not be sufficient
to cover our costs and may only be temporary. Reimbursement rates may vary according to the use of the device and the clinical setting
in which it is used, may be based on reimbursement levels already set for lower cost devices and may be incorporated into existing payments
for other services. Net prices for devices may be reduced by mandatory discounts or rebates required by third-party payors and by any
future relaxation of laws that presently restrict imports of devices from countries where they may be sold at lower prices than in the
U.S. No uniform policy for coverage and reimbursement exists in the U.S., and coverage and reimbursement can differ significantly from
payor to payor. Third-party payors often rely upon Medicare coverage policy and payment limitations in setting their own reimbursement
policies, but also have their own methods and approval process apart from Medicare determinations. Our inability to promptly obtain coverage
and profitable reimbursement rates from both government-funded and private payors for any approved product that we develop could have
a material adverse effect on our operating results, ability to raise capital needed to commercialize our product and overall financial
condition.

 Healthcare
legislative measures aimed at reducing healthcare costs may have a material adverse effect on our business and results of operations.

 The
business and financial condition of biotechnology companies are affected by the efforts of governmental and third-party payors to contain
or reduce the cost of healthcare. The U.S. Congress has enacted legislation to reform the healthcare system. While we anticipate that
this legislation may, over time, increase the number of patients who have insurance coverage for our products, it also imposes cost containment
measures that may adversely affect the amount of reimbursement for our products. The measures include increasing the minimum rebates
for products covered by Medicaid programs. In addition, such legislation contains a number of provisions designed to generate the revenues
necessary to fund coverage expansion, including new fees or taxes on certain health related industries, including medical device manufacturers.
Some states are also considering legislation that would control the prices of drugs. Managed care organizations continue to seek price
discounts and, in some cases, to impose restrictions on coverage. Government efforts to reduce Medicaid expenses may lead to increased
use of managed care organizations. This would result in managed care organizations influencing decisions in a corresponding constraint
on prices and reimbursement. We are unable to predict what additional legislation or regulation relating to the health care industry
or third-party coverage and reimbursement may be enacted or what effect such legislation or regulation would have on our business. Pendency
or approval of future proposals or reforms could result in a decrease in our stock price or limit our ability to raise capital or to
obtain strategic partnerships or licenses.

 There
have been, and likely will continue to be, legislative and regulatory proposals at the foreign, federal and state levels directed at
containing or lowering the cost of healthcare. We cannot predict the initiatives that may be adopted in the future. The continuing efforts
of the government, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costs
of healthcare and/or impose price controls may adversely affect:

 the
 demand for our product candidate, if we obtain regulatory approval;

 our
 ability to receive or set a price that we believe is fair for our product;

 our
 ability to generate revenue and achieve or maintain profitability;

 the
 level of taxes that we are required to pay; and

 the
 availability of capital.

 We
expect that the ACA, as well as other healthcare reform measures that may be adopted in the future, may result in additional reductions
in Medicare and other healthcare funding, more rigorous coverage criteria, lower reimbursement and new payment methodologies. This could
lower the price that we receive for any approved product. Any denial in coverage or reduction in reimbursement from Medicare or other
government-funded programs may result in a similar denial or reduction in payments from private payors, which may prevent us from being
able to generate sufficient revenue, attain profitability or commercialize our product candidate, if approved.

 Risks
Related to Our Business Operations

 We
operate in a highly competitive environment.

 The
medical device industry is characterized by rapidly evolving technology and intense competition. Our competitors include major multi-national
orthopedic and med-tech companies developing both generic and proprietary therapies to treat serious diseases. Many of these companies
are well-established and possess technical, human, research and development, financial and sales and marketing resources significantly
greater than ours. In addition, many of our potential competitors have formed strategic collaborations, partnerships and other types
of joint ventures with larger, well established industry competitors that afford these companies potential research and development and
commercialization advantages in the therapeutic areas we are currently pursuing.

 Academic
research centers, governmental agencies and other public and private research organizations are also conducting and financing research
activities which may produce products directly competitive to those being developed by us. In addition, many of these competitors may
be able to obtain patent protection, obtain FDA and other regulatory approvals, and begin commercial sales of their products before us.

 Our
future success is dependent, in part, on the performance and continued service of our officers and directors.

 We
are presently dependent largely upon the experience, abilities and continued services of Jeffrey Frelick, our President and Chief Executive
Officer, and Deina Walsh, our Chief Financial Officer. The loss of services of Mr. Frelick or Ms. Walsh could have a material adverse
effect on our business, financial condition or results of operations. If we lose the services of any of these individuals, we might not
be able to find suitable replacements on a timely basis or at all, and our business could be harmed as a result.

 We
might not be able to attract or retain qualified management and other key personnel in the future due to the intense competition for
qualified personnel among biotechnology, pharmaceutical and other businesses. We could have difficulty attracting experienced personnel
to our company and may be required to expend significant financial resources in our employee recruitment and retention efforts. Many
of the other biotechnology companies with whom we compete for qualified personnel have greater financial and other resources, different
risk profiles and longer histories in the industry than we do. They also may provide more diverse opportunities and better chances for
career advancement. If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we may experience
constraints that will harm our ability to implement our business strategy and achieve our business objectives.

 Competitors
could develop and/or gain FDA approval of our products for a different indication.

 Another
company may obtain FDA approval for similar products that might adversely affect our ability to develop and market our product candidates
in the U.S. We are aware that other companies have intellectual property protection and have conducted clinical trials. Many of these
companies may have more resources than us. We cannot provide any assurances that our product candidates will be FDA-approved prior to
our competitors.

 The
FDA does not regulate the practice of medicine and, as a result, cannot direct physicians to select certain products for their patients.
Consequently, we might be limited in our ability to prevent off-label use of a competitor's product to treat the diseases we intend
our product candidates to address, even if we have issued method of use patents for that indication. If we are not able to obtain and
enforce our patents, a competitor could develop and commercialize similar products for the same indications that we are pursuing. We
cannot provide any assurances that a competitor will not obtain FDA approval for a product that contains the same active ingredients
as our products.

 We
face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully
than we do.

 We
face competition from numerous medical device, pharmaceutical and biotechnology enterprises, as well as from academic institutions, government
agencies and private and public research institutions for our current product candidate or future product candidates. Our commercial
opportunities will be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have
fewer side effects or are less expensive than any products that we may develop. Competition could result in reduced sales and pricing
pressure on our current product candidate or future product candidates, if approved, which in turn would reduce our ability to generate
meaningful revenues and have a negative impact on our results of operations. In addition, significant delays in the development of our
product candidates could allow our competitors to bring products to market before we do and impair our ability to commercialize our product
candidates. The biotechnology industry is intensely competitive and involves a high degree of risk. We compete with other companies that
have far greater experience and financial, research and technical resources than us. Potential competitors in the U.S. and worldwide
are numerous and include medical device, pharmaceutical and biotechnology companies, educational institutions and research foundations,
many of which have substantially greater capital resources, marketing experience, research and development staffs and facilities than
ours. Some of our competitors may develop and commercialize products that compete directly with those incorporating our technology or
may introduce products to market earlier than our product candidates or on a more cost-effective basis. Our competitors compete with
us in recruiting and retaining qualified scientific and management personnel as well as in acquiring technologies complementary to our
technology. We may face competition with respect to product efficacy and safety, ease of use and adaptability to various modes of administration,
acceptance by physicians, the timing and scope of regulatory approvals, availability of resources, reimbursement coverage, price and
patent position, including the potentially dominant patent positions of others. An inability to successfully complete our product development
or commercializing our product candidates could result in our having limited prospects for establishing market share or generating revenue.

 Many
of our competitors or potential competitors have significantly greater established presence in the market, financial resources and expertise
in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals and marketing
approved products than we do, and as a result may have a competitive advantage over us. Mergers and acquisitions in the medical device,
pharmaceutical and biotechnology industries may result in even more resources being concentrated among a smaller number of our competitors.
Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large
and established companies. These third parties compete with us in recruiting and retaining qualified scientific and management personnel,
establishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies and technology licenses
complementary to our programs or potentially advantageous to our business.

 As
a result of these factors, these competitors may obtain regulatory approval of their products before we are able to obtain patent protection
or other intellectual property rights, which will limit our ability to develop or commercialize our current product candidate or future
product candidates. Our competitors may also develop devices that are safer, more effective, more widely used and cheaper than ours,
and may also be more successful than us in manufacturing and marketing their products. These appreciable advantages could render our
product candidates obsolete or non-competitive before we can recover the expenses of development and commercialization.

 The
impact of public health crises is difficult to predict and could materially and adversely affect our business and results of operations.

 Any
adverse widespread public health developments in locations where we conduct business, as well as any governmental restrictive measures
implemented to control such outbreaks and consumer responses to such outbreaks, could have a material adverse impact on our business
and results of operations. For instance, our clinical trials may be affected by a public health crisis. Site initiation, participant
recruitment and enrollment, and study monitoring and data analysis may be paused or delayed due to changes in hospital or university
policies, federal, state or local regulations, prioritization of hospital resources toward the public health crisis efforts, or other
reasons related to the public health crisis. During a public health crisis, some participants and clinical investigators may not be able
to comply with clinical trial protocols. For example, quarantines or other travel limitations (whether voluntary or required) may impede
participant movement, affect sponsor access to study sites, or interrupt healthcare services, and we may be unable to conduct our clinical
trials. Further, if our operations are adversely impacted by a public health crisis, we risk a delay, default and/or non-performance
under existing agreements which may increase our costs. These cost increases may not be fully recoverable or adequately covered by insurance.

 Additionally,
infections and deaths related to a public health crisis may disrupt the United States' healthcare and healthcare regulatory systems.
Such disruptions could divert healthcare resources away from, or materially delay FDA review and/or approval with respect to, our clinical
trials. We cannot predict how long these disruptions could continue, were they to occur. Any elongation or de-prioritization of our clinical
trials or delay in regulatory review resulting from such disruptions could materially affect the development and study of our product
candidates. Furthermore, we currently utilize third parties to, among other things, manufacture raw materials. Third-parties in the supply
chain for materials used in the production of our product candidates may be adversely impacted by restrictions resulting from public
health crises which could limit our ability to manufacture our product candidates for our clinical trials and research and development
operations. These impacts could be significant and long term. Further, any actions taken to mitigate any health crises could lead to
an economic recession. For example, the COVID-19 pandemic and the efforts to control it caused significantly increased economic uncertainty,
global inflationary pressure, supply chain disruptions, volatility in the capital markets, significant economic deterioration, and an
increasingly competitive labor market.

 The
ultimate impact of a public health crisis on our business operations will depend on, among other things, the severity and length of the
health crisis, the duration, effectiveness and extent of the mitigation measures and actions designed to contain the outbreak, the emergence,
contagiousness and threat of new and different strains of the disease, the availability and efficacy of vaccines and effective treatments,
public acceptance of vaccines and treatments for the disease, if any, as well as the resulting economic conditions and how quickly and
to what extent normal economic and operating conditions resume, all of which are highly uncertain. Such extraordinary events and their
aftermaths can cause investor fear and panic, which could further materially and adversely affect our operations, the economies in which
we operate, and the financial markets generally in ways that cannot necessarily be predicted and which may reduce our ability to access
capital either at all or on favorable terms. In addition, a recession, depression or other sustained adverse market event resulting from
a public health crisis could materially and adversely affect our business and the value of our common stock.

 Significant
disruptions of information technology systems, computer system failures or breaches of information security could adversely affect our
business.

 We
rely and plan to rely to a large extent upon sophisticated information technology systems to operate our business. In the ordinary course
of business, we collect, store and transmit large amounts of confidential information (including, but not limited to, personal information
and intellectual property). The size and complexity of our information technology and information security systems, and those of our
third-party vendors with whom we may contract, make such systems potentially vulnerable to service interruptions or to security breaches
from inadvertent or intentional actions by our employees or vendors, or from malicious attacks by third parties. Such attacks are of
ever-increasing levels of sophistication and are made by groups and individuals with a wide range of motives (including, but not limited
to, industrial espionage and market manipulation) and expertise. While we intend to invest in the protection of data and information
technology, there can be no assurance that our efforts will prevent service interruptions or security breaches.

 Our
internal computer systems, and those of our CROs, our CDMOs, and other business vendors on which we may rely, are vulnerable to damage
from computer viruses, unauthorized access, natural disasters, fire, terrorism, war and telecommunication and electrical failures. We
exercise little or no control over these third parties, which increases our vulnerability to problems with their systems. If such an
event were to occur and cause interruptions in our operations, it could result in a material disruption of our development programs.
Any interruption or breach in our systems could adversely affect our business operations or result in the loss of critical or sensitive
confidential information or intellectual property, and could result in financial, legal, business and reputational harm to us or allow
third parties to gain material, inside information that they use to trade in our securities. For example, the loss of clinical trial
data from completed or ongoing clinical trials could result in delays in our regulatory approval efforts and significantly increase our
costs to recover or reproduce the data. To the extent that any disruption or security breach results in a loss of or damage to our data
or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability, the further development
of our current and future product candidates could be delayed and our business could be otherwise adversely affected.

 We
will need to grow the size of our organization in the future, and we may experience difficulties in managing this growth.

 As
of the date of this filing, we had two full-time employees. We will need to grow the size of our organization in order to support our
continued development and potential commercialization of our product candidate. As our development and commercialization plans and strategies
continue to develop, our need for additional managerial, operational, manufacturing, sales, marketing, financial and other resources
may increase. Our management, personnel and systems currently in place may not be adequate to support this future growth. Future growth
would impose significant added responsibilities on members of management, including:

 managing
 our clinical trials effectively;

 identifying,
 recruiting, maintaining, motivating and integrating additional employees;

 managing
 our internal development efforts effectively while complying with our contractual obligations to licensors, licensees, contractors
 and other third parties;

 improving
 our managerial, development, operational, information technology, and finance systems; and

 expanding
 our facilities.

 If
our operations expand, we will also need to manage additional relationships with various strategic partners, suppliers and other third
parties. Our future financial performance and our ability to commercialize our product candidate and to compete effectively will depend,
in part, on our ability to manage any future growth effectively, as well as our ability to develop a sales and marketing force when appropriate
for our company. To that end, we must be able to manage our development efforts and preclinical studies and clinical trials effectively
and hire, train and integrate additional management, research and development, manufacturing, administrative and sales and marketing
personnel. The failure to accomplish any of these tasks could prevent us from successfully growing our company.

 Product
liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we
may develop.

 We
face an inherent risk of product liability exposure related to the testing of our current product candidate or future product candidates
in human clinical trials and will face an even greater risk if we commercially sell any products that we may develop. Product liability
claims may be brought against us by subjects enrolled in our clinical trials, patients, healthcare providers or others using, administering
or selling our product. If we cannot successfully defend ourselves against claims that our product candidate or product caused injuries,
we could incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:

 decreased
 demand for any product candidates or products that we may develop;

 termination
 of clinical trial sites or entire clinical trial programs;

 injury
 to our reputation and significant negative media attention;

 withdrawal
 of clinical trial participants;

 significant
 costs to defend the related litigation;

 substantial
 monetary awards to trial subjects or patients;

 loss
 of revenue;

 diversion
 of management and scientific resources from our business operations; and

 the
 inability to commercialize any products that we may develop.

 Prior
to engaging in our first-in-man pilot clinical study in Australia, we obtained product liability insurance coverage at a level that
we believe is customary for similarly situated companies and adequate to provide us with insurance coverage for foreseeable risks. Prior
to engaging in future clinical trials, we intend to obtain product liability insurance coverage at a level that we believe is customary
for similarly situated companies and adequate to provide us with insurance coverage for foreseeable risks; however, we may be unable
to obtain such coverage at a reasonable cost, if at all. If we are able to obtain product liability insurance, we may not be able to
maintain insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability that may arise and such insurance
may not be adequate to cover all liabilities that we may incur. Furthermore, we intend to expand our insurance coverage for products
to include the sale of commercial products if we obtain regulatory approval for our product candidate in development, but we may be unable
to obtain commercially reasonable product liability insurance for any products that receive regulatory approval. Large judgments have
been awarded in class action lawsuits based on devices that had unanticipated side effects. A successful product liability claim or series
of claims brought against us, particularly if judgments exceed our insurance coverage, could decrease our cash and adversely affect our
business.

 Our
ability to use net operating losses to offset future taxable income may be subject to limitations.

 As
of December 31, 2023, we had federal net operating loss, or NOLs, carryforwards of approximately $30,987,000. Our NOLs generated in tax
years ending on or prior to December 31, 2017 are only permitted to be carried forward for 20 years under applicable U.S. tax laws, and
will begin to expire, if not utilized, beginning in 2027. These NOL carryforwards could expire unused and be unavailable to offset future
income tax liabilities. Under the Tax Act, federal NOLs incurred in tax years ending after December 31, 2017 may be carried forward indefinitely,
but the deductibility of such federal NOLs is limited. It is uncertain if and to what extent various states will conform to the Tax Act,
or whether any further regulatory changes may be adopted in the future that could minimize its applicability. In addition, under Section
382 of the Internal Revenue Code of 1986, as amended, and certain corresponding provisions of state law, if a corporation undergoes an
"ownership change," which is generally defined as a greater than 50% change, by value, in the ownership of its equity over
a three-year period, the corporation's ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset
its post-change income may be limited.

 Risks
Related to Healthcare Compliance Regulations

 Our
relationships with customers and third-party payors will be subject to applicable anti-kickback, fraud and abuse and other healthcare
laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished
profits and future earnings. If we or they are unable to comply with these provisions, we may become subject to civil and criminal investigations
and proceedings that could have a material adverse effect on our business, financial condition and prospects.

 Healthcare
providers, physicians and third-party payors will play a primary role in the recommendation and prescription of any product candidates
for which we obtain regulatory approval. Our current and future arrangements with healthcare providers, healthcare entities, third-party
payors and customers may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain
the business or financial arrangements and relationships through which we research, develop and will market, sell and distribute our
product. As a pharmaceutical company, even though we do not and will not control referrals of healthcare services or bill directly to
Medicare, Medicaid or other third-party payors, federal and state healthcare laws and regulations pertaining to fraud and abuse and patients'
rights are applicable to our business. Restrictions under applicable federal and state healthcare laws and regulations that may affect
our ability to operate include the following:

 the
 federal healthcare Anti-Kickback Statute which prohibits, among other things, individuals and entities from knowingly and willfully
 soliciting, offering, receiving or providing remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce
 or reward, or in return for, either the referral of an individual for, or the purchase, order or recommendation of, any good or service,
 for which payment may be made under a federal healthcare program such as Medicare and Medicaid;

 federal
 civil and criminal false claims laws, including the federal False Claims Act that can be enforced through civil whistleblower or
 qui tam actions, and civil monetary penalty laws, prohibit individuals or entities from knowingly presenting, or causing to be presented,
 to the federal government, including the Medicare and Medicaid programs, claims for payment or approval that are false or fraudulent
 or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;

 the
 federal Health Insurance Portability and Accountability Act of 1996 ("HIPAA") which imposes criminal and civil liability
 for executing a scheme to defraud any healthcare benefit program and also created federal criminal laws that prohibit knowingly and
 willfully falsifying, concealing or covering up a material fact or making any materially false statements in connection with the
 delivery of or payment for healthcare benefits, items or services, as amended by the Health Information Technology for Economic and
 Clinical Health Act of 2009 which imposes obligations, including mandatory contractual terms, with respect
 to safeguarding the privacy, security and transmission of individually identifiable health information on entities subject to the
 law, such as certain healthcare providers, health plans, and healthcare clearinghouses, known as covered entities, and their respective
 business associates that perform services for them that involve the creation, use, maintenance or disclosure of, individually identifiable
 health information;

 the
 federal physician sunshine requirements under the ACA which requires certain manufacturers of, devices, biologics and medical supplies,
 with certain exceptions, to report annually to HHS information related to payments and other transfers of value to physicians, other
 healthcare providers, and teaching hospitals, and ownership and investment interests held by physicians and other healthcare providers
 and their immediate family members and applicable group purchasing organizations;

 analogous
 state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may apply to sales or marketing
 arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private
 insurers; some state laws which require pharmaceutical companies to comply with the pharmaceutical industry's voluntary compliance
 guidelines and the relevant compliance guidance promulgated by the federal government and may require device manufacturers to report
 information related to payments and other transfers of value to physicians and other healthcare providers, marketing expenditures
 or pricing information; and certain state and local laws which require the registration of pharmaceutical sales representatives;
 and

 state
 and foreign laws govern the privacy and security of health information in specified circumstances, many of which differ from each
 other in significant ways and often are not pre-empted by HIPAA, thus complicating compliance efforts.

 Efforts
to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involve
substantial costs. It is possible that governmental authorities will conclude that our business practices may not comply with current
or future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations
are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant
civil, criminal and administrative penalties, damages, fines, imprisonment, disgorgement, exclusion from government funded healthcare
programs, such as Medicare and Medicaid, integrity oversight and reporting obligations, and the curtailment or restructuring of our operations.
If any physicians or other healthcare providers or entities with whom we expect to do business are found to not be in compliance with
applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded healthcare
programs.

 The
application of privacy provisions of HIPAA is uncertain.

 The
application of privacy provisions of HIPAA is uncertain. HIPAA, among other things, protects the privacy and security of individually
identifiable health information by limiting its use and disclosure. HIPAA directly regulates "covered entities" (healthcare
providers, insurers and clearinghouses) and indirectly regulates "business associates" with respect to the privacy of patients'
medical information. All entities that receive and process protected health information are required to adopt certain procedures to safeguard
the security of that information. It is uncertain whether we would be deemed to be a covered entity under HIPAA, and it is unlikely that
we, based on our current business model, would be a business associate. Nevertheless, we may be contractually required to physically
safeguard the integrity and security of any patient information that we receive, store, create or transmit. If we fail to adhere to our
contractual commitments, then certain of our contract counterparties may be subject to civil monetary penalties and this could adversely
affect our ability to market our product. If we are deemed to be a vendor, under the Health Information Technology for Economic and Clinical
Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009, then we will be obligated to adopt various security
measures. We may also be subject to state and foreign privacy laws under which breaches could lead to substantial fines and liability.

 Risks
Related to Owning our Common Stock

 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 could result in additional dilution of the percentage ownership of our stockholders and could
cause our share price to fall.

 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 equity securities, our stockholders 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. 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 existing stockholders, and new investors could gain rights superior to our existing
stockholders. 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 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.

 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 $1.00 in order for the stock to remain listed. If a listed stock trades
below $1.00 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. We recently regained compliance with Nasdaq's listing standards, and Nasdaq will continue to monitor our compliance
with its requirements including through a Nasdaq discretionary panel monitor until June 28, 2024. 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
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.

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.

 General
Risk Factors

 If
we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting
obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and
sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for
shares of our common stock.

internal controls are necessary for us to provide reliable financial reports and to effectively prevent fraud. We maintain a system of
internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive
officer and principal financial officer, or persons performing similar functions, and effected by our Board of Directors, management
and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles.

 As
of December 31, 2023, management assessed the effectiveness of our internal controls over financial reporting, and based on that evaluation,
they concluded that our internal controls and procedures were effective.

 As
a public company, we have significant additional requirements for enhanced financial reporting and internal controls. We are required
to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of
2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting. The process
of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes
in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls
that is adequate to satisfy our reporting obligations as a public company.

 We
cannot assure you that we will not, in the future, identify areas requiring improvement in our internal control over financial reporting.
We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will
implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth. If we are
unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting
obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and
sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for
shares of our common stock.

 We may be at risk of securities class action
litigation.

 We may be at risk of securities class action litigation.
In the past, medical device, biotechnology and pharmaceutical companies have experienced significant stock price volatility, particularly
when associated with binary events such as clinical trials and product approvals. If we face such litigation, it could result in substantial
costs and a diversion of management's attention and resources, which could harm our business and results in a decline in the market
price of our common stock.

 Market
and economic conditions may negatively impact our business, financial condition and share price.

 Concerns
over public health crises, energy costs, terrorism and geopolitical issues, the U.S. mortgage market and a deteriorating real estate
market, unstable global credit and financial markets and financial conditions, inflationary pressures and interest rate changes, and
volatile oil prices have led to periods of significant economic instability, diminished liquidity and credit availability, declines in
consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic
growth, increased unemployment rates, and increased credit defaults in recent years. More recently, the closures of Silicon Valley Bank
and Signature Bank and their placement into receivership with the Federal Deposit Insurance Corporation (FDIC) created bank-specific
and broader financial institution liquidity risk and concerns. Future adverse developments with respect to specific financial institutions
or the broader financial services industry may lead to market-wide liquidity shortages, impair the ability of companies to access near-term
working capital needs, and create additional market and economic uncertainty. There can be no assurance that future credit and financial
market instability and a deterioration in confidence in economic conditions will not occur.

 Our
general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment
or continued unpredictable and unstable market conditions. If these conditions or the equity markets deteriorate, or if adverse developments
are experienced by financial institutions, it may cause short-term liquidity risk and also make any necessary equity financing more difficult,
more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material
adverse effect on our business plans and stock price and could require us to delay or abandon clinical development plans. In addition,
there is a risk that one or more of our current service providers, financial institutions, manufacturers and other partners may be adversely
affected by the foregoing risks, which could directly affect our ability to conduct our business plans on schedule and on budget.

 If
securities or industry analysts do not publish research or reports, or publish unfavorable research or reports about our business, our
stock price and trading volume may decline.

 The
trading market for our common stock relies in part on the research and reports that industry or financial analysts publish about us,
our business, our markets and our competitors. We do not control these analysts. If securities analysts do not cover our common stock,
the lack of research coverage may adversely affect the market price of our common stock. Furthermore, if one or more of the analysts
who do cover us downgrade our stock or if those analysts issue other unfavorable commentary about us or our business, our stock price
would likely decline. If one or more of these analysts cease coverage of us or fails to regularly publish reports on us, we could lose
visibility in the market and interest in our stock could decrease, which in turn could cause our stock price or trading volume to decline
and may also impair our ability to expand our business with existing customers and attract new customers.

 Future
sales and issuances of our common stock could result in additional dilution of the percentage ownership of our stockholders and could
cause our share price to fall.

 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 equity securities, our stockholders 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. 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 existing stockholders, and new investors could gain rights superior to our existing
stockholders.

 Our
Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws, and Delaware law may have anti-takeover effects
that could discourage, delay or prevent a change in control, which may cause our stock price to decline.

 Our
Certificate of Incorporation, Bylaws, and Delaware law could make it more difficult for a third party to acquire us, even if closing
such a transaction would be beneficial to our stockholders. We are authorized to issue up to 20,000,000 shares of preferred stock. This
preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our Board of Directors
without further action by stockholders. The terms of any series of preferred stock may include voting rights (including the right to
vote as a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights and sinking fund provisions.
The issuance of any preferred stock could materially adversely affect the rights of the holders of our common stock, and therefore, reduce
the value of our common stock. In particular, specific rights granted to future holders of preferred stock could be used to restrict
our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management.

 Provisions
of our Certificate of Incorporation and our Bylaws and Delaware law also could have the effect of discouraging potential acquisition
proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder might consider favorable.
Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In particular, the certificate
of incorporation and bylaws and Delaware law, as applicable, among other things:

 provide
 the Board of Directors with the ability to alter the Bylaws without stockholder approval;

 place
 limitations on the removal of directors;

 establishing
 advance notice requirements for nominations for election to the Board of Directors or for proposing matters that can be acted upon
 at stockholder meetings; and

 provide
 that vacancies on the Board of Directors may be filled by a majority of directors in office, although less than a quorum.

 Provisions of our warrants could discourage
an acquisition of us by a third party.

 In addition to the discussion of the provisions of
our certificate of incorporation and our bylaws, certain provisions of our warrants could make it more difficult or expensive for a third
party to acquire us. The warrants prohibit us from engaging in certain transactions constituting "fundamental transactions"
unless, among other things, the surviving entity assumes our obligations under the warrants. These and other provisions of the warrants
could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to you.

 Financial
reporting obligations of being a public company in the U.S. are expensive and time-consuming, and our management will be required to
devote substantial time to compliance matters.

 As
a publicly traded company we incur significant additional legal, accounting and other expenses. The obligations of being a public company
in the U.S. require significant expenditures and will place significant demands on our management and other personnel, including costs
resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance
practices, including those under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Jumpstart
Our Business Startups Act, and the listing requirements of the stock exchange on which our securities are listed. These rules require
the establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting
and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain
compliance with. These reporting requirements, rules, and regulations will make some activities more time-consuming and costly and may
make it more difficult and more expensive for us to maintain director and officer liability insurance. Our management and other personnel
will need to devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations,
otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems.

 Item
1B. Unresolved Staff Comments

 None.

 Item
1C. Cybersecurity

 Risk
Management and Strategy

 We
have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, and have integrated
these processes into our overall risk management systems and processes. We monitor cybersecurity threats, including any potential unauthorized
occurrence on or conducted through information systems that we use through third party providers that may result in adverse effects on
the confidentiality, integrity, or availability of any information residing therein.

 We
require each third-party service provider to certify that it has the ability to implement and maintain appropriate security measures,
consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and
to promptly report any suspected breach of its security measures that may affect our company.

 We
have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

 Governance

 One
of the key functions of our Board of Directors is informed oversight of our risk management process, including risks from cybersecurity
threats. Our Board of Directors is responsible for monitoring and assessing strategic risk exposure, and our executive officers are responsible
for the day-to-day management of the material risks we face. Our Board of Directors administers its cybersecurity risk oversight function
directly as a whole.

 Our
Chief Executive Officer and Chief Financial Officer are primarily responsible to assess and manage our material risks from cybersecurity
threats.

 Our
Chief Financial Officer oversees our cybersecurity policies and processes, including those described in "Risk Management and Strategy"
above. Under such policies and processes, our Chief Financial Officer is responsible for reporting to our Board of Directors regarding
any cybersecurity incidents.

 Item
2. Properties

 We
lease our primary office which is located at 2 Burlington Woods Drive, Ste 100, Burlington, MA 01803 on a month to month lease.

 Item
3. Legal Proceedings

 On
July 11, 2019, Dr. Bessie (Chia) Soo and Dr. Kang (Eric) Ting ("Plaintiffs") filed a complaint (the
"Complaint") in the United States District Court for the District of Massachusetts against the Company, Bruce Stroever
("Stroever"), John Booth ("Booth"), Stephen LaNeve ("LaNeve", and together with Stroever and
Booth, the "Individual Defendants"), and MTF Biologics (f/k/a The Musculoskeletal Transplant Foundation, Inc.)
("MTF"). The Complaint alleged claims for breach of contract against the Company and tortious interference with contract
against the Individual Defendants and MTF arising from the termination of the Professional Service Agreements, dated as of January
8, 2016, between the Company and each of the Plaintiffs. The Individual Defendants were sued for actions taken by them in
connection with their service to the Company as directors and/or officers of the Company. As such, we have certain indemnification
obligations to the Individual Defendants.

 On
January 10, 2024 we entered into a Settlement Agreement and Mutual General Release (the "Agreement") with the Plaintiffs
on the one hand, and the Company and LaNeve on the other hand, in settlement of the claims for breach of contract and tortious interference
with contract. The Agreement is effective as of January 9, 2024.

 Under the Agreement, the Company agreed to pay the plaintiffs $750,000,
and on February 7, 2024, the Company paid $414,989, and the Company's insurance carrier paid $335,011 for the total settlement.
The parties to the Agreement have filed a joint stipulation to dismiss the action with prejudice with the Court and the Company expects
the action to be dismissed by the Court.

 In
the normal course of our business, we may periodically become subject to various lawsuits. However, except as noted above, there are
currently no legal actions pending against us or, to our knowledge, are any such proceedings contemplated.

 Item
4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Market

 Our
common stock, par value $0.001 per share, and certain warrants to purchase shares of common stock trade on The Nasdaq Capital Market
under the symbols "BBLG" and "BBLGW," respectively.

 Holders

 As
of February 14, 2024, we had 22 stockholders of record holding 11,038 shares of our common stock outstanding, including 534,238 shares of common stock
held by an indeterminate number of beneficial owners of securities whose shares are held in the names of various depository accounts,
brokerage firms and clearing agencies.

 Dividends

 We have never declared or paid cash dividends on our common stock, and we do not anticipate paying any cash dividends
on our common stock in the foreseeable future. We intend to retain all available funds and future earnings, if any, to fund the development
and expansion of our business. Any future determination to pay dividends on the common stock will be at the discretion of our Board of
Directors and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual
restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant.

 Repurchases
of Equity Securities

 None

 Recent
Sales of Unregistered Securities

 During the fourth quarter of the year ended December 31, 2023, we did not issue any shares in reliance on Section
4(a)(2) of the Securities Act, as amended as a transaction not involving a public offering which have not previously been reported in
a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 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 DBM, demineralized bone matrix, 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 UCLA TDG. UCLA TDG and the Company
received guidance from the FDA that NELL-1/DBM will be classified as a device/drug combination
product that will require an FDA-approved PMA 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 technology that 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 development 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 the clinical trials.

 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 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.

 Nasdaq
Panel Decision

 On
September 27, 2023, the Company received a written notice from the Nasdaq notifying the Company that it was not in compliance with the
$1.00 per share minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) and that Nasdaq's staff had determined
to delist the Company's securities On December 11, 2023, a Nasdaq Hearings Panel granted the Company's request for continued
listing on Nasdaq subject to the Company demonstrating compliance with the minimum bid price requirement prior to January 12, 2024. The
Company received notice from Nasdaq on January 9, 2024 that it had regained compliance with the minimum bid price requirement. The Company
will remain under a Nasdaq discretionary panel monitor until June 28, 2024.

 Results
of Operations

 Since
our inception, we devoted substantially all of our efforts and funding to the development of the NELL-1 protein and raising capital.
We have not yet generated revenues from our planned operations.

 Year
 ended
December 31, 2023

 Year
 ended
December 31, 2022

 %
 Change

 Operating expenses

 and development

 $
 6,907,824

 $
 1,579,298

 337.40
 %

 General
 and administrative

 2,520,479

 2,085,875

 20.84
 %

 Total
 operating expenses

 9,428,303

 3,665,173

 157.24
 %

 Loss from operations

 (9,
 428,303)

 (3,665,173
)

 157.24
 %

 Finance cost related to public
 offering

 -

 (731,714
)

 (100.00
)%

 Change in fair value of warrant
 liability

 892,693

 2,912,267

 (69.35
)%

 Legal settlement, net of insurance

 (414,989
)

 -

 (100.00
)%

 Interest
 Income

 1,868

 -

 100.00
 %

 Net
 loss

 $
 (8,948,731
)

 $
 (1,484,620
)

 502.76
 %

and Development

 Our
research and development expenses increased from $1,579,298 during the year ended December 31, 2022 to $6,907,824 during the year
ended December 31, 2023. The increase of $5,328,526 is primarily due to production of our Nell-1 protein as we prepare for our pilot
clinical study. We will continue to incur significant expenses for development activities for NELL-1 in the future.

 General
and Administrative

 Our
general and administrative expenses increased from $2,085,875 during the year ended December 31, 2022 to $2,520,479 during the year ended
December 31, 2023. The $434,604 increase was primarily due to consultants for our annual proxy and special meeting and to assist with
our NASDAQ notice. We incurred stock based compensation expense for our directors and management
team totaling $152,599. The management team incentive bonus accruals were based on performance targets established for each fiscal year.

 Finance
cost related to public offering

 Finance
cost related to public offering of $731,714 represents the excess of the fair value of the derivative warrant instruments issued in our
October 2022 offering over the net proceeds from the offering.

 Change
in fair value of warrant liability

 In
October 2022, we completed a public equity offering, which included the issuance of 54,174 warrants. The warrants provide for a Black
Scholes value calculation in the event of certain transactions ("Fundamental Transactions," as defined), which includes a
floor on volatility utilized in the value calculation at 100% or greater. We have determined that this provision introduces leverage
to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option
on the Company's own equity shares. Accordingly, pursuant to ASC 815, we have classified the fair value of the warrants as a liability
to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

 The
change in fair value of warrant liability represents the re-measurement of the outstanding warrants at December 31, 2023.

 Legal
settlement, net of insurance

 On
January 10, 2024 we entered into a Settlement Agreement and Mutual General Release (the "Agreement") with the Plaintiffs
on the one hand, and the Company and LaNeve on the other hand, in settlement of the claims for breach of contract and tortious interference
with contract. The Agreement is effective as of January 9, 2024. The parties to the Agreement have filed a joint stipulation to dismiss
the action with prejudice with the Court and we expect the action to be dismissed by the Court.

 Under
the Agreement, the Company agreed to pay the plaintiffs $750,000, and on February 7, 2024, the Company paid $414,989, and the Company's
insurance carrier paid $335,011 for the total settlement.

 Liquidity
and Capital Resources

 Going
Concern and Liquidity

 We
have no significant operating history and since inception to December 31, 2023 have incurred accumulated losses of approximately
$80.9 million. We will continue to incur significant expenses for development activities for our lead product NELL-1/DBM. Operating
expenditures for the next twelve months are estimated at $5.5 million. The accompanying consolidated financial statements for the
year ended December 31, 2023 have been prepared assuming we will continue as a going concern. As reflected in the financial
statements, we incurred a net loss of $8.9 million, and used net cash in operating activities of $9.6 million during the year ended
December 31, 2023. These factors raise substantial doubt about our ability to continue as a going concern within a reasonable period
of time, which is considered to be one year after the date that the financial statements are issued. In addition, our independent
registered public accounting firm, in their report on the Company's December 31, 2023, audited financial statements, expressed
substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not
include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification
of liabilities that might be necessary should the Company be unable to continue as a going concern.

 On
June 14, 2023, the Company entered into an underwriting agreement (the "Underwriting Agreement") with EF Hutton, division
of Benchmark Investments, LLC ("EF Hutton") acting as representatives of the several underwriters in connection with a public
offering (the "June Offering") of an aggregate of 317,259 shares of its common stock. The public offering price was $15.76
per share and the underwriters agreed to purchase 317,259 shares at a 7% discount to the public offering price. The Company granted EF
Hutton a 45-day option to purchase up to 47,589 additional shares, to cover over-allotments, if any, which was not exercised. The Offering
closed on June 16, 2023, resulting in gross proceeds of $5 million, before deducting underwriting discounts and commissions and other
offering expenses. The net proceeds in relation to the June Offering were $4,452,163.

 On November 20, 2023 we sold and issued, in the Registered Direct Offering, 142,384 shares of common stock, at an
offering price of $5.12 per share to the Purchasers pursuant to the Purchase Agreement. Pursuant to the Purchase Agreement, in a concurrent
private placement, we issued to the Purchasers the November Warrants to purchase up to an aggregate of 142,384 shares of common stock,
which represent 100% of the shares of common stock issued and sold in the Registered Direct Offering. The November Warrants are exercisable
at an exercise price of $4.16 per share, were exercisable immediately upon issuance, and will expire five and one-half years from the
date of issuance. In addition, we issued the placement agent as compensation in connection with the November Offering, the November Placement
Agent Warrants to purchase up to an aggregate of 8,543 shares of common stock (equal to 6.0% of the aggregate number of shares sold in
the Registered Direct Offering). The November Placement Agent Warrants have substantially the same terms and conditions as the November
Warrants, except that the November Placement Agent Warrants have a term of five years from the commencement of sales in the November Offering
and an exercise price of $6.40 per share. The net proceeds of the November Offering were $591,998.

 We
will continue to attempt to raise additional debt and/or equity financing to fund future operations and to provide additional
working capital. 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
of December 31, 2023 and 2022, we had cash of $3,026,569 and $7,538,312, respectively.

 We
anticipate that we will require approximately $5 million to complete first-in-man studies, and an estimated additional $24 million in
scientific expenses to achieve FDA approval, if possible, for a spine interbody fusion indication.

 Cash
Flows

 The
following is a summary of our cash flows from operating, investing and financing activities for the years ended December 31, 2023 and
2022:

 Operating
activities

 During
the year ended December 31, 2023 and 2022, cash used in operating activities was $9,555,904 and $3,566,913 respectively. Cash expenditures
for the year ended December 31, 2023 increased primarily due to production of our Nell-1 protein as we prepare for our pilot clinical
study.

 Financing
activities

 During
the year ended December 31, 2023, cash provided by financing activities of $5,044,161 resulted from the net proceeds of our July and
November 2023 public offerings of common stock units. During the year ended December 31, 2022, cash provided by financing activities
of $4,429,860 resulted from the net proceeds of our October 2022 public offering of common stock units.

 Off-Balance Sheet Arrangements

 We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 Critical
Accounting Policies and Use of Estimates

 Use
of Estimates and Assumptions.

 The
preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and reported amounts of expenses during the reporting period. Significant estimates include
the assumptions used in the valuation of stock options and warrants and income tax valuation allowances. Actual results could differ
from those estimates.

and Development Costs

and development costs include, but are not limited to, payroll and other personnel expenses, consultants, expenses incurred under
agreements with contract research and manufacturing organizations and animal clinical investigative sites and the cost to
manufacture clinical trial materials. Costs related to research, design and development of products are charged to research and
development expense as incurred.

 Stock
Based Compensation

 ASC
718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions
to employees and non-employees. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other
equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including
grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair
values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award,
known as the requisite service period (usually the vesting period). Recognition of compensation expense for non-employees is in the same
period and manner as if the Company had paid cash for the services.

 Recently
Issued Accounting Standards

 See
discussion in Note 2 to the consolidated financial statements for the year ended December 31, 2023.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 Not
applicable.

 Item
8. Financial Statements and Supplementary Data

 The
financial statements and supplementary data required by Regulation S-X are included in Item 15. "Exhibits, Financial Statements
Schedules" contained in Part IV, Item 15 of this Annual Report.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 Under
the supervision and with the participation of our management, including our Chief Financial Officer and Chief Executive Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 ("Exchange Act")) as of December 31, 2023. Based upon that evaluation, our Chief Financial Officer
and Chief Executive Officer concluded that as of December 31, 2023, our disclosure controls and procedures were effective.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed
by, or under the supervision of, the company's principal executive officers and effected by the company's board of directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP") and includes those policies and procedures that:

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
 of the company;

 Provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 GAAP and that receipts and expenditures of the company are
 being made only in accordance with authorizations of management and directors of the company; and

 Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's
 assets that could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.

 As
of December 31, 2023, management assessed the effectiveness of our internal control over financial reporting. In making this
assessment, management used the criteria set forth in the Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control - Integrated Framework (2013). Based on the assessment using those criteria, management concluded that as of December
31, 2023, our internal control over financial reporting were effective.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 This
annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Company's independent registered
accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's
report in this annual report.

 Item
9B. Other Information

 During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule
10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation
S-K.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 Part
III

 Item
10. Directors, Executive Officers and Corporate Governance

 MANAGEMENT

 The following table sets forth certain information regarding our directors and executive officers as
of February 14, 2024:

 Name

 Age

 Position

 Frelick

 Chief
 Executive Officer and President

 Deina
 H. Walsh

 Chief
 Financial Officer

 Don
 Hankey

 Chairman
 of the Board of Directors

 Bruce
 Stroever

 Siddhesh
 Angle

 Robert
 Gagnon

Frelick: Chief Executive Officer and President

Frelick serves as our President and Chief Executive Officer, bringing more than 25 years of leadership, operational, and investment experience
in the life science industry. He joined Bone Biologics in 2015 as our Chief Operating Officer and assumed his current role in 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.

 Deina
H. Walsh: Chief Financial Officer

 Deina
Walsh has served as our Chief Financial Officer since November 2014. She is a certified public accountant and owner/founder of DHW CPA,
PLLC, a Public Company Accounting Oversight Board (PCAOB) registered firm since 2014. 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.

 Don
Hankey: Chairman of the Board of Directors

 Mr.
Hankey has served as Chairman of the Board since 2018. Mr. Hankey holds his BA Degree and has done post-graduate work from the University
of Southern California. At age 27, Mr. Hankey became Vice President of a major investment banking firm, which would later become part
of USB Paine Weber. Mr. Hankey acquired Midway Ford in 1972 and founded Hankey Investment Company. During the 1980s, Mr. Hankey's
organization grew its portfolio and established a foothold in the financial services industry. Mr. Hankey has incorporated technology
into every aspect of the Hankey Group of companies improving efficiencies and outcomes. Mr. Hankey has been the manager of Hankey Capital,
LLC, since its formation in 2002. Given Mr. Hankey's financial experience, we believe he is well qualified to serve as the Chairman
of the Board.

 Bruce
Stroever: Director

 Mr.
Stroever has served on the Board since 2012, bringing forty years of product development and general management experience in the medical
device and orthobiologics fields. Mr. Stroever most recently served as President and Chief Executive Officer at MTF until he retired
in 2018 after 30 years of service. Under Mr. Stroever's leadership, MTF grew to be the largest tissue bank in the world. From 1971
to 1988, Mr. Stroever held several positions with Ethicon, Inc., a Johnson & Johnson, Inc. subsidiary. Mr. Stroever served on the
advisory board for the New Jersey Organ and Tissue Sharing Network. He was also elected to the Board of Governors of the American Association
of Tissue Banks for a three-year term in 1999 and subsequently in 2012. He was a founding member of the Tissue Policy Group subsidiary
of the AATB and served as its Chairman for two terms. Mr. Stroever serves on the Board of Donate Life New York State, a non-profit based
in Albany, New York. Mr. Stroever received his B.E. in Mechanical/Chemical Engineering from Stevens Institute of Technology in 1972 and
a M.S. in Bioengineering from Columbia University in 1977. Given Mr. Stroever's educational background, his senior management experience
in our industry and the continuity he brings to the Board, we believe that Mr. Stroever is well qualified to serve as a member of the
Board.

 Siddhesh
(Sid) R. Angle: Director

 Dr.
Angle's appointment to the Board became effective upon completion of October 2021 Offering. From 2018 to the present, Dr. Angle
is Co-Founder, President and Chief Executive Officer of Regenosine, an early stage start-up for osteoarthritic disease. From 2021 to
present, Dr. Angle also serves on the Executive Team of Vetosine, an animal health affiliate of Regenosine. From 2020 to 2021, Dr. Angle
was Associate Director, Innovation Commercialization at NYU Langone. From 2017 to 2020, Dr. Angle was Program Manager, Innovation Commercialization
at NYU Langone. From 2013 to 2017, Dr. Angle worked in various R&D capacities at Zimmer Biomet, culminating as R&D manager of
global orthobiologics. From 2011 to 2013, Dr. Angle served as Research Scientist at Carnegie Mellon University. Given Mr. Angle's
extensive background in research and development, we believe that Mr. Angle is well qualified to serve as a member of the Board.

 Robert
Gagnon: Director

 Mr.
Gagnon's appointment to the Board became effective on January 8, 2024. Mr. Gagnon has served as the Chief Financial Officer of
Remix Therapeutics, a biotechnology company, since March 2023. Prior to Remix Therapeutics, Mr. Gagnon served as an Operating Partner at Gurnet Point Capital, a healthcare venture capital and private equity fund, from October 2022 to
June 2023. Earlier, he served as Chief Financial Officer of Verastem, Inc. from August 2018 to October 2022 in addition to serving
as Chief Business Officer from June 2019 to October 2022. Prior to Verastem, Mr. Gagnon served as the Chief Financial Officer for
Harvard Bioscience, Inc. from November 2013 to August 2018. From 2012 through 2013, Mr. Gagnon served as the Executive Vice
President, Chief Financial Officer and Treasurer at Clean Harbors, Inc. Mr. Gagnon's prior experience includes serving as
Chief Accounting Officer and Controller at Biogen Idec, Inc., as well as a variety of senior positions at Deloitte & Touche,
LLP, and PriceWaterhouseCoopers, LLP. Mr. Gagnon holds an M.B.A. from the MIT Sloan School of Management and a B.A. in accounting
from Bentley College. Mr. Gagnon currently serves as on the board of directors at Verastem and Purple Biotech Ltd. Given Mr.
Gagnon's significant financial, accounting and management expertise, as well as his experience within the pharmaceutical and
biotechnology industries, we believe that Mr. Gagnon is well qualified to serve as a member of the Board.

 Family
Relationships

 There are no family relationships between any of our directors or executive officers.

 Corporate
Governance

 Our
Board of Directors consists of four members: Don Hankey, Sid Angle, Robert Gagnon and Bruce Stroever.

Independence

 The
listing standards of The Nasdaq Stock Market LLC require that a majority of our Board of Directors be independent. No director will qualify
as independent unless the board affirmatively determines that the director has no relationship with us that would interfere with the
exercise of independent judgment in carrying out the responsibilities of a director. Based upon the Nasdaq listing standards and applicable
SEC rules and regulations, our board has determined that each of Sid Angle, Robert Gagnon and Bruce Stroever and are independent and
that Erick Lucera, who resigned from our board effective January 8, 2024, was independent during his service on the Board of Directors.

 Board
Leadership Structure and Role in Risk Oversight

 The
Board believes it is important to select the Company's Chairman and Chief Executive Officer in the manner it considers in the best
interests of the Company at any given time. The Board has elected a Chairman of the Board who is different from the Company's Chief
Executive Officer.

 The
Board currently includes three individuals who are independent from the management of the Company. The Board and its committees meet
regularly throughout the year to assure that the independent directors are well briefed and informed with regard to the Company's
affairs. Independent directors have unfettered access to any employee within the Company and are encouraged to call upon whatever employee
he deems fit to secure the information each director feels is important to their understanding of our Company. In this fashion, we seek
to maintain well informed, independent directors who are prepared to make informed decisions regarding our business affairs.

 Management
is responsible for the day-to-day management of risks the Company faces, while the Board as a whole plays an important role in overseeing
the identification, assessment and mitigation of such risks. The Board reviews information regarding the Company's finances and
operations, as well as the risks associated with each. For example, the oversight of financial risk management lies primarily with the
Board's Audit Committee, which is empowered to appoint and oversee our independent auditors, monitor the integrity of our financial
reporting processes and systems of internal controls and provide an avenue of communication among our independent auditors, management
and the Board. The Company's Compensation Committee is responsible for overseeing the management of risks relating to the Company's
compensation plans and arrangements. In fulfilling its risk oversight responsibility, the Board, as a whole and acting through any established
committees, regularly consults with management to evaluate and, when appropriate, modify our risk management strategies.

 Board
Committees

 Our
Board has appointed a standing audit committee, nominating and corporate governance committee, and compensation committee. Each committee
acts pursuant to a written charter adopted by our Board of Directors. The current charters for
each board committee are available on our website, www.bonebiologics.com under the heading, "Investors" and the subheading,
"Corporate Governance."

 Audit
Committee

 The
Audit Committee is responsible for overseeing: (i) our accounting and reporting practices and compliance with legal and regulatory
requirements regarding such accounting and reporting practices; (ii) the quality and integrity of our financial statements; (iii)
our internal control and compliance programs; (iv) our independent auditors' qualifications and independence and (v) the
performance of our independent auditors. In so doing, the Audit Committee maintains free and open means of communication between our
directors and management. The Board of Directors has determined that each member of the Audit Committee, consisting of Bruce
Stroever, Robert E. Gagnon (Chair), and Sid Angle, meets the independence and financial literacy requirements applicable to audit
committee members under the Nasdaq listing standards and SEC rules. The Board of Directors has further determined that Mr. Gagnon
qualifies as an "audit committee financial expert" in accordance with the applicable rules and regulations of the
SEC.

 Compensation
Committee

 The
Compensation Committee is responsible for reviewing and approving the compensation of our executive officers and directors and our
performance plans and other compensation plans. The Compensation Committee makes recommendations to our Board in connection with
such compensation and performance plans. The Board has determined that each member of the Compensation Committee, consisting of
Bruce Stroever (Chair), Robert E. Gagnon, and Sid Angle, meets the independence requirements applicable to compensation committee members under the Nasdaq
listing standards.

 Nominating
and Corporate Governance Committee

 The
Nominating and Corporate Governance Committee is responsible for (i) identifying, screening and reviewing individuals qualified to
serve as directors (consistent with criteria approved by our Board) and recommending to our Board candidates for nomination for
election at the annual meeting of stockholders or to fill Board vacancies or newly created directorships; (ii) developing and
recommending to our Board and overseeing the implementation of our corporate governance guidelines (if any); (iii) overseeing
evaluations of our Board and (iv) recommending to our Board candidates for appointment to Board committees. The Board has determined
that each member of the Nominating and Corporate Governance Committee, consisting of Bruce Stroever, Robert E. Gagnon, and Sid Angle
(Chair), meets the independence requirements applicable to nominating committee members under the Nasdaq listing standards.

 Indemnification
Agreements

 Our Board has approved and we have entered into an indemnification agreement with each of our directors and executive
officers ("Indemnification Agreement"). The Indemnification Agreement provides for indemnification against expenses, judgments,
fines and penalties actually and reasonably incurred by an indemnitee in connection with threatened, pending or completed actions, suits
or other proceedings, subject to certain limitations. The Indemnification Agreement also provides for the advancement of expenses in connection
with a proceeding prior to a final, non-appealable judgment or other adjudication, provided that the indemnitee provides an undertaking
to repay to us any amounts advanced if the indemnitee is ultimately found not to be entitled to indemnification by us. The Indemnification
Agreement sets forth procedures for making and responding to a request for indemnification or advancement of expenses, as well as dispute
resolution procedures that will apply to any dispute between us and an indemnitee arising under the Indemnification Agreement.

 Code of Conduct and Ethics

 The Company adopted a formal code of ethics within
the meaning of Item 406 of Regulation S-K promulgated under the Securities Act that applies to our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons performing similar functions and that that establishes, among
other things, procedures for handling actual or apparent conflicts of interest. Our Code of Conduct and Ethics is available at our website
www.bonebiologics.com/investor-relation.

 Anti-Hedging Policy

 We have an insider trading
policy that prohibits directors, officers and employees from engaging in transactions that hedge or offset any decrease in the market
value of equity securities granted as compensation.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires our directors
and executive officers, and persons who own more than ten percent of a registered class of the Company's equity securities, to file
with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section
16(a) forms they file.

 To our knowledge, based solely on a review of the
copies of such reports furnished to us during the fiscal year ended December 31, 2023, all Section 16(a) filing requirements applicable
to its officers, directors and greater than ten percent beneficial owners were complied with except with respect to Jeffrey Frelick and
Deina Walsh who each failed to file a report of one transaction.

 Item
11. Executive Compensation

 Summary
Compensation Table

 As a smaller reporting company under the Securities Exchange Act, we are providing the following executive compensation
information in accordance with the scaled disclosure requirements of Regulation S-K.

 The
table below summarizes the compensation earned for services rendered to us in all capacities, for the fiscal years indicated, by named
executive officers:

 Name and Principal Position

 Year

 Salary ($)

 Option Awards ($) (1)

 Non-Equity Incentive Plan Compensation
 ($) (2)

 All Other Compensation ($)

 Total Compensation ($)

 Jeffrey Frelick, Chief Executive Officer and President

 2023

 $
 300,000

 $
 51,600

 $
 25,000

 $
 -

 $
 376,600

 2022

 $
 300,000

 $
 76,965

 $
 37,750

 $
 -

 $
 414,715

 Deina Walsh, Chief Financial Officer

 2023

 $
 200,000

 $
 25,800

 $
 12,500

 $
 -

 $
 238,300

 2022

 $
 200,000

 $
 31,583

 $
 18,875

 $
 -

 $
 250,458

 (1)

 Represents
 the grant date fair value of the option award, calculated in accordance with Financial Accounting Standards Board Accounting
 Standards Codification ("ASC") 718, "Compensation – Stock Compensation," or ASC 718. The assumptions
 used in calculating the grant date fair value of the option awards for 2023 are set forth in Note 7 of the financial statements included with this Form 10-K.

 (2)

 The amounts shown in this column reflect performance-based cash awards earned during the applicable fiscal year under
our executive compensation program.

 Annual
Performance-Based Awards

 The
Company has an annual performance-based cash award program for our executive officers, which is designed to reinforce the Company's
goals and strategic initiatives, and reward our executive officers for meeting objective performance goals for a fiscal year. The annual
performance-based awards are determined by the achievement of Company and individual performance metrics established at the beginning
of each fiscal year by the compensation committee and our Board of Directors. For each of the fiscal years ended December 31, 2023 and
2022, annual bonuses were based on achievement of Company goals related to clinical development objectives, business development goals,
capital raising and certain investor goals. The target award opportunity under the annual performance-based award program for each of
the fiscal years ended December 31, 2023 and 2022 as a percentage of base salary was 50% for Mr. Frelick and 25% for Ms. Walsh.

 Following
the compensation committee's review of the achievement of corporate and individual performance for fiscal year ended December 31,
2023 the compensation committee awarded Mr. Frelick $25,000 in cash and options to purchase 25,000 shares of common stock and Ms. Walsh
$12,500 in cash and options to purchase 12,500 shares of common stock, respectively. For fiscal year ended December 31, 2022, Mr. Frelick
was awarded $37,750 in cash and options to purchase 158 shares of common stock and Ms. Walsh was awarded $18,875 in cash and options
to purchase 79 shares of common stock, respectively.

 Employment
Agreements with Consultants and Named Executive Officers

Frelick – Chief Executive Officer and President

 The
Company entered into an Employment Agreement, dated as of June 8, 2015, with Jeffrey Frelick, to serve as the Company's Chief Operating
Officer, effective August 8, 2015, with an annual salary of $300,000. Effective June 28, 2019,
the Board appointed Mr. Frelick as the Chief Executive Officer and President. Pursuant to Mr. Frelick's employment agreement
he received a stock option grant equal to 3% of the then outstanding shares of common stock on August 8, 2015, to vest in three equal
installments on the first, second, and third anniversary of the execution of the employment agreement, which expire on December 27, 2025.
Mr. Frelick's employment agreement is for a term of three years with the initial term ended on August 7, 2018, after which the
employment agreement automatically extends for one-year periods until terminated by the Company or Mr. Frelick.

 Pursuant
to Mr. Frelick's employment agreement he is eligible to earn an annual target bonus of 50% of his base salary as
in-effect for the applicable calendar year, subject to the achievement of personal and corporate objectives or milestones to be established
by the Board, or the compensation committee (after considering any input or recommendations from Mr. Frelick) within 60
days of the beginning of each calendar year during Mr. Frelick's employment. In order to earn the annual bonus under this
provision, the applicable objectives must be achieved and Mr. Frelick must be employed by Company at the time the annual bonus is distributed
by Company. The annual bonus, if any, shall be paid on or before March 15th of the calendar year following the year in which it is considered
earned. The actual annual bonus paid may be more or less than 50% of Mr. Frelick's base salary. In
the event of Mr. Frelick's termination without cause, Mr. Frelick is entitled to receive any unpaid salary and expenses, a payment
equal to 12 months of his base salary, a pro-rated annual bonus at the Board's discretion, and a continuation of benefits for 12 months.
 To allow Mr. Frelick to prevent or mitigate dilution of his equity interests in the Company, in connection with each financing,
Mr. Frelick will be provided an opportunity to invest in the Company such that his interest, at his option, remains undiluted or partially
diluted.

 Deina
Walsh – Chief Financial Officer

 The
Company entered into an Independent Contractor Agreement, dated as of June 28, 2019, with Deina Walsh, whereby she provided services
to the Company at a rate of $100.00 per hour. On December 17, 2021, the Company entered into an
employment agreement with Ms. Walsh, effective January 3, 2022, to serve as the Company's full time Chief Financial Officer
with an annual salary of $200,000. Pursuant to her employment agreement, Ms. Walsh received a vested stock option grant entitling her
to purchase 833 shares of common stock, which expires on January 3, 2025. Ms. Walsh's employment agreement has an indeterminate
term and is at will.

 Pursuant
to Ms. Walsh's employment agreement she is eligible to earn an annual target bonus of 25% of her base salary
as in-effect for the applicable calendar year, subject to the achievement of personal and corporate objectives or milestones to be established
by the Board, or any compensation committee thereof, (after considering any input or recommendations from Ms. Walsh) within 60
days of the beginning of each calendar year during Ms. Walsh's employment. In order to earn the annual bonus under this
provision, the applicable objectives must be achieved and Ms. Walsh must be employed by Company at the time the annual bonus is distributed
by Company. The annual bonus, if any, shall be paid on or before March 15th of the calendar year following the year in which it is considered
earned. The actual annual bonus paid may be more or less than 25% of Ms. Walsh's base salary. In
the event of Ms. Walsh's termination without cause, Ms. Walsh is entitled to receive any unpaid salary and expenses, a payment
equal to 4 months of her base salary, a pro-rated annual bonus at the Boards discretion, and a continuation of benefits for 4 months.
 To allow Ms. Walsh to prevent or mitigate dilution of her equity interests in the Company, in connection with each financing,
Ms. Walsh shall be provided an opportunity to invest in the Company such that her interest, at her option, remains undiluted or partially
diluted.

 Stock
Options

 On
January 17, 2024, Mr. Frelick received a stock option grant whereby he is entitled to purchase 25,000 shares of common stock at an exercise price of $3.61. The stock options vested immediately and expire on January 17, 2026. In the event Mr. Frelick is terminated
prior to January 17, 2026, any unexercised portion of this this stock option grant will be forfeited unless such termination is without
Cause, as defined in the 2015 Equity Incentive Plan, in which case the vested and unexercised options will not be forfeited until the
earlier of three months from such termination or January 17, 2026.

 On
January 17, 2024, Ms. Walsh received a stock option grant whereby she is entitled to purchase 12,500 shares of common stock at an exercise price of $3.61. The stock options vested immediately and expire on January 17, 2026. In the event Ms. Walsh is terminated
prior to January 17, 2026, any unexercised portion of this this stock option grant will be forfeited unless such termination is without
Cause, as defined in the 2015 Equity Incentive Plan, in which case the vested and unexercised options will not be forfeited until the
earlier of three months from such termination or January 17, 2026.

 On
January 25, 2023, Mr. Frelick received a stock option grant whereby he is entitled to purchase 158 shares of common stock at an exercise price of $57.60. The stock options vested immediately and expire on January 25, 2025. In the event Mr. Frelick is terminated
prior to January 25, 2025, any unexercised portion of this this stock option grant will be forfeited unless such termination is without
Cause, as defined in the 2015 Equity Incentive Plan, in which case the vested and unexercised options will not be forfeited until the
earlier of three months from such termination or January 25, 2025.

 On
January 25, 2023, Ms. Walsh received a stock option grant whereby she is entitled to purchase 79 shares of common stock at an exercise price of $57.60. The stock options vested immediately and expire on January 25, 2025. In the event Ms. Walsh is terminated
prior to January 25, 2025, any unexercised portion of this this stock option grant will be forfeited unless such termination is without
Cause, as defined in the 2015 Equity Incentive Plan, in which case the vested and unexercised options will not be forfeited until the
earlier of three months from such termination or January 25, 2025.

 Our
compensation committee believes the compensation under the employment agreements and other incentives granted to our named executive
officers align our named executive officers' interests with those of our stockholders. Our compensation committee and Board continues
to evaluate our executive compensation program with a view toward motivating our named executive officers to meet our strategic operational
and financial goals in the best interests of our stockholders.

 Outstanding Equity Awards at Fiscal Year End

 Name

 Number of securities underlying unexercised options
 (#) exercisable

 Option exercise price
 ($)

 Option expiration date

 (a)

 (b)

 (e)

 (f)

 Jeffrey Frelick, Chief Operating Officer

 $
 57.60

 January 25, 2025

 $
 892.80

 January 1, 2024

 $
 12,300.00

 May 26, 2026

 $

 Deina Walsh, Chief Financial Officer

 $
 57.60

 January 25, 2025

 $
 892.80

 January 3, 2024

Compensation

 As
a smaller reporting company under the Securities Exchange Act, we are providing the following director compensation
information in accordance with the scaled disclosure requirements of Regulation S-K.

 The
following table shows information regarding the compensation earned during the year ended December 31, 2023 by the members of our Board.

 Name

 Fees Earned or

Paid in Cash

 Option Awards (1)

 Total

 Bruce Stroever

 $
 30,000

 $
 46,883

 $
 76,883

 Don Hankey (2)

 -

 -

 Erick Lucera (3)

 30,000

 46,883

 76,883

 Sid Angle

 30,000

 46,883

 76,883

 (1)

 The
 amounts in this column reflect the aggregate grant date fair value of stock options under FASB ASC Topic 718, which was determined
 using a Black-Scholes option-pricing model with the assumptions that will be disclosed in our consolidated financial statements for
 the fiscal year 2023. The following table provides information regarding equity awards held by each independent non-employee director as
of December 31, 2023:

 Name

 Stock Options

 Outstanding (#)

 Bruce Stroever

 10,925

 Don Hankey

 -

 Erick Lucera

 11,009

 Sid Angle

 11,009

 (2)

 Non-independent
 director. No compensation paid per our Non-Employee Director Compensation Policy.

 (3)

 Resigned
 effective January 8, 2024.

 The
Board adopted a Non-Employee Director Compensation Policy (the "Director Compensation Policy") as follows:

 Annual
Cash Compensation

 Each
Non-Employee Director will receive the cash compensation set forth below for service on the Board. The annual cash compensation amounts
will be payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, pro-rated
for any partial months of service. All annual cash fees are vested upon payment.

 1.

 Annual Board Service Retainer:

 a.

 All
 Non-Employee Directors other than the Board Chair: $25,000

 b.

 Non-Employee
 Director who is the Board Chair: $35,000

 2.

 Annual
 Committee Chair Service Retainer (in addition to Annual Board Service Retainer):

 a.

 Chairman
 of the Audit Committee: $5,000

 b.

 Chairman
 of the Compensation Committee: $5,000

 c.

 Chairman
 of the Corporate Governance Committee: $5,000

Compensation

awards will be granted under the Company's 2015 Equity Incentive Plan or any successor equity incentive plan (the "Plan").
All stock options granted under this Director Compensation Policy will be Nonstatutory Stock Options (as defined in the Plan), with a
term of ten years from the date of grant and an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan)
of the underlying common stock of the Company on the date of grant.

 (a)
Automatic Equity Grants.

 (i)
 Initial Grant for New Directors. Without any further action of the Board, each person who, after the Effective Date, is elected
or appointed for the first time to be a Non-Employee Director will automatically, upon the date of his or her initial election or appointment
to be a Non-Employee Director, be granted a Nonstatutory Stock Option to purchase 9 shares of Common stock (the "Initial Grant"),
regardless of when such person is elected or appointed to the Board. Each Initial Grant will fully vest on the date of the annual meeting
of the stockholders of the Company ("Annual Meeting") next following the Initial Grant.

 (ii)
 Annual Grant. Without any further action of the Board, at the close of business on the date of each Annual Meeting following the
Effective Date, each person who is then a Non-Employee Director will automatically be granted to a Nonstatutory Stock Option to purchase
a number of shares of common stock having an option value (calculated on the date of grant) of $50,000 (the "Annual Grant").
Each Annual Grant will vest in a series of four successive equal quarterly installments over the one-year period measure from the date
of grant.

 (iii) Pro-rated Annual Grant. If a person is elected or appointed to the Board at a time other than at the
annual stockholder meeting, then on the date of such election or appointment, the person will be automatically, and without further action
by the Board, granted an Annual Grant covering a pro-rated number of shares of Common Stock pursuant to the Non-Employee Director Compensation
Policy.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Compensation Plan Information

 The
following table summarizes the number of shares subject to currently outstanding equity awards,
their weighted-average exercise price, and the number of shares available for future grants under our equity compensation plans as
of December 31, 2023:

 Plan category

 securities to be
 issued upon
 exercise of
 outstanding
 options, warrants
 and rights
 (a)

 Weighted-
 average exercise
 price of
 outstanding
 options, warrants
 and rights
 (b)

 securities
 remaining
 available for
 future issuance
 under equity
 compensation
 plans
 (excluding
 securities
 reflected in
 column (a))
 (c)

 Equity compensation plans approved by security holders

 $
 236.70

 629,489

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 $
 236.70

 629,489

 Security
Ownership of Management and Certain Beneficial Owners

 The
following table sets forth information, as of February 14, 2024, regarding the beneficial ownership of our common stock by:

 each
 person known by us to be a beneficial owner of more than five percent of our outstanding common stock;

 each
 of our directors and director nominee;

 each
 of our named executive officers; and

 all
 directors and executive officers as a group.

 The
amounts and percentage of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination
of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security
if that person has or shares "voting power," which includes the power to vote or to direct the voting of such security, or
"investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under
these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner
of securities as to which he has no economic interest. Except as indicated by footnote, the persons named in the table below have sole
voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

 Name of Beneficial Owner or Identity of Group

 Shares (1)

 Percentage

 5% or greater stockholders:

 Ionic
Ventures, LLC, et. al. 3053 Fillmore Street, Suite 256 San Francisco, CA 94123

 36,914

 (2)

 6.5

 %

 Lind Global Fund II LP, et al. 444 Madison Ave, Floor 41 New York, NY
 10022

 34,180

 (3)

 6.0
 %

 Executive Officers and Directors (4):

 Don R. Hankey

 29,776
 (5)

 5.6
 %

 Jeffrey Frelick

 27,528
 (6)

 4.9
 %

 Sid Angle

 5,649
 (7)

 1.0
 %

 Bruce Stroever

 5,564
 (8)

 1.0
 %

 Deina H. Walsh

 14,454
 (9)

 2.6
 %

 Robert E. Gagnon

 4,003
 (10)

 *

 Total Officers and Directors as a Group (6 persons)

 86,974
 (11)

 14.8
 %

 *
Represents beneficial ownership of less than 1% of our outstanding common stock.

 (1)

 Based
 on 534,238 outstanding shares. The number of shares issued and outstanding that was used to calculate the percentage ownership of
 each listed person includes the shares underlying convertible debt, stock options and warrants that are exercisable within 60 days
 from our report date.

 (2)

 This information is based on a Schedule 13G/A filed by Ionic Ventures,
LLC, et al. on February 14, 2024. Ionic Ventures, LLC ("Ionic"), Ionic Management, LLC ("Ionic Management"), Brendan
O'Neil, and Keith Coulston each report shared voting and dispositive power with respect to 36,914 shares of common stock, which
are issuable upon full exercise of common stock purchase warrants held by Ionic and that are subject to a 9.99% beneficial ownership blocker.
This amount does not include 3,087 shares of common stock issuable upon full exercise of Series A purchase warrants and 3,087 shares of
common stock issuable upon full exercise of Series B purchase warrants held by Ionic, which purchase warrants are subject to a 4.99%
beneficial ownership blocker. Ionic has the power to dispose of and the power to vote the shares beneficially owned by it, which power
may be exercised by its manager, Ionic Management. Each of the managers of Ionic Management, Mr. O'Neil and Mr. Coulston, has shared
power to vote and/or dispose of the shares beneficially owned by Ionic and Ionic Management.

 (3)

 This information is based on a Schedule 13G filed by Lind Global Fund II
LP, et al. on February 13, 2024. Lind Global Fund II LP ("Lind Global"), Lind Global Partners II LLC ("Lind Partners"),
and Jeff Easton each report sole voting and dispositive power with respect to 34,180 shares of common stock, which are issuable upon full
exercise of common stock purchase warrants held by Lind Global. Lind Partners, the general partner
of Lind Global, and Mr. Easton, the managing member of Lind Partners, may be deemed to have sole voting and dispositive power with respect
to the shares held by Lind Global.

 (4)

 Except
 as indicated by footnote, the address for our executive officers and directors is 2 Burlington Woods Drive, Ste 100, Burlington,
 MA 01803.

 (5)

 Mr.
 Hankey is the beneficial owner of 27,931 shares and 1,845 shares issuable upon exercise of warrants of the Company consisting of
 17,833 shares and 1,170 shares issuable upon exercise of warrants owned by the Don Hankey Trust (the "Trust") of which
 Mr. Hankey is the Trustee, 133 shares held by H&H Funding LLC of which Mr. Hankey is the sole manager, 325 shares and 22 shares
 issuable upon exercise of warrants held by Knight Services, Inc. which is 100% owned by the Trust, and 9,640 shares and 653 shares
 issuable upon exercise of warrants of which Knight Insurance Company, Ltd. is the beneficial owner consisting of 6,112 shares and
 414 shares issuable upon exercise of warrants held by Knight Insurance Company, Ltd., 1,190 shares and 81 shares issuable upon exercise
 of warrants held by Knightbrook Insurance Company which is a wholly owned subsidiary of Knight Insurance Company, Ltd. and 2,338
 shares and 158 shares issuable upon exercise of warrants held by Knight Specialty Insurance Company a wholly owned subsidiary of
 Knight Insurance Company, Ltd. The address for Mr. Hankey is 4751 Wilshire Blvd #110, Los Angeles, CA 90010.

 (6)

 25,377 shares underlying stock options exercisable within 60 days.

 (7)

 5,649 shares underlying stock options exercisable within 60 days.

 (8)

 5,564 shares underlying stock options exercisable within 60 days.

 (9)

 12,579 shares underlying stock options exercisable within 60 days.

 (10)

 4,003 shares underlying stock options exercisable within 60 days.

 (11)

 Consists
 of 31,957 shares, 1,845 shares issuable upon exercise of warrants and 53,172 shares underlying stock options exercisable within 60
 days.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 None
of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation
or in any proposed transaction to which we are proposed to be a party:

 Any
 of our directors or officers;

 Any
 proposed nominee for election as our director;

 Any
 person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our Common Stock;
 or

 Any
 relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who
 is a director or officer of any parent or subsidiary of our Company.

 Review,
Approval or Ratification of Transactions with Related Persons

 Due
to the small size of our Company, we do not at this time have a formal written policy regarding the review of related party transactions,
and rely on our full Board of Directors to review, approve or ratify such transactions and identify and prevent conflicts of interest.
Our Board of Directors reviews any such transaction in light of the particular affiliation and interest of any involved director, officer
or other employee or stockholder and, if applicable, any such person's affiliates or immediate family members. Management aims
to present transactions to our Board of Directors for approval before they are entered into or, if that is not possible, for ratification
after the transaction has occurred. If our Board of Directors finds that a conflict of interest exists, then it will determine the appropriate
action or remedial action, if any. Our Board of Directors approves or ratifies a transaction if it determines that the transaction is
consistent with our best interests and the best interest of our stockholders.

Independence

 Our
Board of Directors consists of four members: Don Hankey, Bruce Stroever, Sid Angle and Robert Gagnon. Our Board of Directors
undertook a review of the composition of our Board of Directors and the independence of each director. Based upon information
requested from and provided by each director concerning their background, employment and affiliations, including family
relationships, our Board of Directors has determined that Bruce Stroever, Sid Angle and Robert Gagnon qualify as
"independent" as that term is defined by Nasdaq Listing Rule 5605(a)(2) and pursuant to applicable provisions of the Exchange Act, Based
upon the Nasdaq listing standards and applicable SEC rules and regulations, and that Erick Lucera, who resigned from our board effective
January 8, 2024, was independent during his service on the Board of Directors. Don Hankey would not qualify as
"independent" under applicable Nasdaq Listing Rules applicable to the Board of Directors generally or to separately
designated board committees because he is the CEO and Chairman of the Hankey Group. Hankey Capital, LLC is part of the Hankey Group,
and a significant shareholder of the Company. In making such determinations, our Board of Directors considered the relationships
that each of our nonemployee directors has with the Company and all other facts and circumstances deemed relevant in determining
independence, including the beneficial ownership of our capital stock by each non-employee director.

 Item
14. Principal Accountant Fees and Services

 Audit
Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

 The
audit committee pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm.
These services may include audit services, audit-related services, tax services and other services. The audit committee has adopted policies
and procedures for the pre-approval of services provided by our independent registered public accounting firm. The policies and procedures
provide that management and our independent registered public accounting firm jointly submit to the audit committee a schedule of audit
and non-audit services for approval as part of the annual plan for each year. In addition, the policies and procedures provide that the
audit committee may also pre-approve particular services not in the annual plan on a case-by-case basis. For each proposed service, management
must provide a detailed description of the service and the projected fees and costs (or a range of such fees and costs) for the service.
The policies and procedures require management and our independent registered public accounting firm to provide quarterly updates to
the audit committee regarding services rendered to date and services yet to be performed.

 The
following tables set forth the aggregate fees billed to us by Weinberg & Company, P.A. during the years ended December 31, 2023
and 2022.

 Audit
Fees

 2023

 2022

 Weinberg & Company, P.A.

 $
 121,437

 $
 76,194

 Audit fees during
the years ended December 31, 2023 and 2022 were for professional services rendered for the audit of our annual consolidated financial
statements, for the reviews of our quarterly financial statements, and for services that are normally provided in connection with statutory
and regulatory filings or engagements.

 Audit
Related Fees

 2023

 2022

 Weinberg & Company, P.A.

 $
 19,310

 $
 -

 Audit-related fees consist of fees for assurance and
related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported
under "Audit Fees."

 Tax
Fees

 There were no fees billed to us by Weinberg & Company, P.A. for services that are reasonably related to the performance
of tax compliance, tax advice, and tax planning.

 Other Fees

 There were no fees billed to us by Weinberg &
Company, P.A. for services not set forth above.

 Part
IV

 Item
15. Exhibits, Financial Statement Schedules

 (a)
The following documents are filed as part of this report:

 (1)
Financial Statements:

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 572)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Stockholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 (2)
Financial Statement Schedules:

 All
financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in
the financial statements or the notes thereto.

 (3)
Exhibits. The following is a list of exhibits filed as part of this Annual Report on Form 10-K.

 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.

 2.1

 September 25, 2014

 2.2

 Certificate of Merger as filed with the California Secretary of State effective September 19, 2014

 2.2

 September 25, 2014

 3.1

 Amended and Restated Certificate of Incorporation of Bone Biologics Corporation

 3.1(i)

 September 25, 2014

 3.2

 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Bone Biologics Corporation

 3.1

 October 15, 2021

 3.3

 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Bone Biologics Corporation

 3.1

 June 6, 2023

 3.4

 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Bone Biologics Corporation

 3.1

 December 18, 2023

 3.5

 Amended and Restated Bylaws of Bone Biologics Corporation

 3.1

 March 8, 2022

 3.6

 Amendment No. 1 to the Amended and Restated Bylaws of Bone Biologics Corporation

 3.1

 October 24, 2023

 4.1

 Warrant Agent Agreement between the Company and Equiniti Trust Company dated as of October 13, 2021

 4.1

 October 15, 2021

 4.2

 Form of Warrant (October 2021)

 S-1

 4.2

 4.3

 Form of Representative's Warrant (October 2021)

 1.1

 October 15, 2021

 4.4

 Warrant Agent Agreement between the Company and Equiniti Trust Company dated as of October 7, 2022

 4.1

 October 11, 2022

 4.5

 Form of Series A Warrant (October 2022)

 S-1

 4.5

 4.6

 Form of Series B Warrant (October 2022)

 S-1

 4.6

 4.7

 Form of Series C Warrant (October 2022)

 S-1

 4.7

 4.8

 Form of Representative's Warrant (October 2022)

 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)

 4.2

 November 20, 2023

 4.11

 Description of Securities

 10-K/A

 4.5

 November 20, 2023

 10.1+

 Director Offer Letter, dated July 1, 2014, by and between Bruce Stroever and Bone Biologics Corporation

 10.4

 September 25, 2014

 10.2+

 Form of Indemnification Agreement

 S-1

 10.2

 10.3+

 Chief Operating Officer Employment agreement, dated June 8, 2015, by and between Bone Biologics Corporation and Jeffrey Frelick

 10.2

 August 14, 2015

 10.4+

 Employment Agreement dated December 17, 2021 between the Company and Deina Walsh

 10.1

 December 22, 2021

 10.5+

 Form of Professional Services Agreement, dated January 8, 2016, by and between the Company and the Founders

 10.1

 January 11, 2016

 10.6+

 Bone Biologics Corporation Non-Employee Director Compensation Policy

 10.1

 January 4, 2016

 10.7+

 Bone Biologics Corporation 2015 Equity Incentive Plan

 10.3

 January 4, 2016

 10.8+

 First Amendment to the Bone Biologics Corporation 2015 Equity Incentive Plan

 Schedule 14A

 Appendix B

 August 3, 2023

 10.9+

 Form of Stock Option Grant Notice and Option Agreement for the Bone Biologics Corporation 2015 Equity Incentive Plan

 10.4

 January 4, 2016

 10.10+

 Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement

 10.5

 January 4, 2016

 10.11

 Option Agreement for the Distribution and Supply of Sygnal dated as of February 24, 2016

 10.3

 February 26, 2016

 10.12

 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

 10.1

 April 16, 2019

 10.13

 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

 10.14

 Third
 Amendment to the Amended License Agreement dated June 8, 2022 between the Company and the Regents of the University of California

 10.1

 June
 9, 2022

 10.15

 Supply
 and Development Support Agreement dated March 3, 2022 between the Company and Musculoskeletal Transplant Foundation, Inc.

 10.30

 March
 15, 2022

 10.16

 Securities
 Purchase Agreement (November 2023)

 S-3/A

 333-276412

 99.1

 January
 17, 2024

 21.1

 List
 of Subsidiaries

 21.1

 September
 25, 2014

 24*

 Power of Attorney (included in signature page hereto)

 —

 —

 —

 —

 23.1*

 Consent
 of Independent Registered Public Accounting Firm, Weinberg & Company, P.A.

 —

 —

 —

 —

 31.1*

 Certification
 of the Company's Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the
 registrant's Report on Form 10-K for the year ended December 31, 2023.

 —

 —

 —

 —

 31.2*

 Certification
 of the Company's Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the
 registrant's Report on Form 10-K for the year ended December 31, 2023.

 —

 —

 —

 —

 32.1*

 Certification
 of the Company's Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002.

 —

 —

 —

 —

 32.2*

 Certification
 of the Company's Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002.

 —

 —

 —

 —

 97*

 Policy for the Recovery of Erroneously Awarded Compensation

 —

 —

 —

 —

 101.INS*

 —

 —

 —

 —

 101.SCH*

 —

 —

 —

 —

 101.CAL*

 —

 —

 —

 —

 101.DEF*

 —

 —

 —

 —

 101.LAB*

 —

 —

 —

 —

 101.PRE*

 —

 —

 —

 —

 Cover

 *
Filed herewith.

 +
Management contract or compensatory arrangement.

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 BONE BIOLOGICS
 CORPORATION

 By:

 /s/ Jeffrey
 Frelick

 Name:

 Jeffrey Frelick

 Title:

 Chief Executive Officer

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey Frelick and Deina
H. Walsh, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K
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 and each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and
on the dates indicated.

 Signature

 Title

 Date

 /s/
 Jeffrey Frelick

 Frelick

 Chief
 Executive Officer (Principal Executive Officer)

 /s/
 Deina H. Walsh

 Deina
 H. Walsh

 Chief
 Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 /s/
 Don R. Hankey

 Don
 R. Hankey

 /s/
 Bruce Stroever

 Bruce
 Stroever

 /s/
 Robert Gagnon

 Robert
 Gagnon

 /s/
 Siddhesh Angle

 Siddhesh
 Angle

 Bone

 Contents

 Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 572)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Stockholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To
the Stockholders and Board of Directors of Bone Biologics Corporation

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Bone Biologics Corporation (the "Company") as of December
31, 2023 and 2022, the related consolidated statements of operations, stockholders' equity, and cash flows for the years then
ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the
results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in
the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, during the year ended December 31, 2023, the Company incurred a net loss and utilized cash flows in operations,
and has had recurring losses since inception. These conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.

 Critical
Audit Matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 F- 2

 Valuation
of warrant liability

 As
described in Note 3 to the financial statements, at December 31, 2023, the Company had a warrant liability. At each balance
sheet date, management determines the estimated fair value of the warrant liability using the Black-Scholes pricing model.
The following qualitative information is used by management to determine the fair value measurement of the warrant liability:
stock price, exercise price, risk-free rate, volatility, and the warrants term in years. We identified the valuation of the
warrant liability as a critical audit matter.

 We
identified auditing the valuation of the warrant liabilities as a critical audit matter due to the significant judgements used by the
Company in determining the fair value of the warrant liabilities. This required a high degree of auditor judgment and increased auditor
effort in auditing the determination and valuation of the warrant liabilities.

 The
primary procedures we performed to address this critical audit matter included:

 We tested the reasonableness
 of the assumptions used by the Company in the Black-Scholes model, including exercise price, expected term, expected volatility,
 and risk-free interest rate.

 We developed an independent
 expectation of the warrant liability using a Black-Scholes model and compared our independent expectation to the Company's
 estimate.

 We
have served as the Company's auditor since 2017.

 /s/
 Weinberg & Company, P.A.

 Los
Angeles, California

 F- 3

 Bone

 Consolidated
Balance Sheets

 2023

 2022

 Assets

 Current Assets

 Cash

 $
 3,026,569

 $
 7,538,312

 Advances on research and development contract services

 328,844

 579,910

 Prepaid insurance

 372,350

 364,536

 Prepaid expenses

 10,000

 12,479

 Total current assets

 $
 3,737,763

 $
 8,495,237

 Total assets

 $
 3,737,763

 $
 8,495,237

 Liabilities and Stockholders' Equity

 Current Liabilities

 Accounts payable and accrued expenses

 $
 360,662

 $
 104,786

 Research and development contract liabilities

 -

 783,675

 Accrued legal settlement

 414,989

 -

 Warrant liability

 1,659,468

 Total current liabilities

 831,402

 2,547,929

 Total liabilities

 831,402

 2,547,929

 Commitments and Contingencies

 -

 -

 Stockholders' Equity

 Preferred Stock, $ 0.001 par value per share; 20,000,000 shares authorized; none issued or outstanding at December 31, 2023 and 2022

 -

 -

 Common stock, $ 0.001 par value per share; 100,000,000 shares authorized; 534,238 and 63,820 shares issued and outstanding at December 31, 2023 and 2022, respectively

 Additional paid-in capital

 83,814,785

 77,907,471

 Accumulated deficit

 ( 80,908,958
)

 ( 71,960,227
)

 Total stockholders' equity

 2,906,361

 5,947,308

 Total liabilities and stockholders' equity

 $
 3,737,763

 $
 8,495,237

 See
accompanying notes to consolidated financial statements.

 F- 4

 Bone

 Consolidated
Statements of Operations

 Year Ended
 December 31, 2023

 Year Ended

 December 31, 2022

 Revenues

 $
 -

 $
 -

 Operating expenses

 Research and development

 6,907,824

 1,579,298

 General and administrative

 2,520,479

 2,085,875

 Total operating expenses

 9,428,303

 3,665,173

 Loss from operations

 ( 9,428,303
)

 ( 3,665,173
)

 Other income (expenses)

 Finance cost related to public offering

 -

 ( 731,714
)

 Change in fair value of warrant liability

 892,693

 2,912,267

 Legal settlement, net of insurance

 ( 414,989

)

 -

 Interest income

 1,868

 -

 Total other income (expenses)

 479,572

 2,180,553

 Net loss

 $
 ( 8,948,731
)

 $
 ( 1,484,620
)

 Weighted average shares outstanding - basic and diluted

 263,137

 47,658

 Loss per share - basic and diluted

 $
 ( 34.01
)

 $
 ( 31.15
)

 See
accompanying notes to consolidated financial statements.

 F- 5

 Bone

 Consolidated
Statement of Stockholders' Equity

 Shares

 Amount

 Capital

 Deficit

 Common
 Stock

 Additional

 Paid-in

 Accumulated

 Total

 Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Balance at December 31, 2021

 43,189

 77,051,020

 ( 70,475,607

)

 6,575,456

 Fair value of vested stock options issued to employees
 and directors

 -

 -

 266,633

 -

 266,633

 Proceeds from sale of common stock units in public
 offering, net of offering costs $ 686,822

 15,741

 4,429,844

 -

 4,429,860

 Fair value of warrant liability recognized upon issuance
 of warrants

 -

 -

 ( 4,429,860

)

 -

 ( 4,429,860

)

 Exercise of warrants

 4,890

 ( 5

)

 -

 -

 Extinguishment of warrant liability upon exercise of
 warrants

 -

 -

 589,839

 -

 589,839

 Net Loss

 -

 -

 -

 ( 1,484,620

)

 ( 1,484,620

)

 Balance at December 31, 2022

 63,820

 77,907,471

 ( 71,960,227

)

 5,947,308

 Balance

 63,820

 77,907,471

 ( 71,960,227

)

 5,947,308

 Fair value of vested stock options issued to employees
 and directors

 -

 -

 152,599

 -

 152,599

 Proceeds from sale of common stock in public offering,
 net of offering costs $ 684,839

 459,643

 5,043,702

 -

 5,044,161

 Exercise of warrants

 10,775

 ( 11

)

 -

 -

 Extinguishment of warrant liability upon exercise of
 warrants

 -

 -

 711,024

 -

 711,024

 Net Loss

 -

 -

 -

 ( 8,948,731

)

 ( 8,948,731

)

 Balance at December
 31, 2023

 534,238

 $

 $

 83,814,785

 $

 ( 80,908,958

)

 $

 2,906,361

 Balance

 534,238

 $

 $

 83,814,785

 $

 ( 80,908,958

)

 $

 2,906,361

 See
accompanying notes to consolidated financial statements.

 F- 6

 Bone

 Consolidated
Statements of Cash Flows

 Year
 Ended

 December
 31, 2023

 Year
 Ended

 December 31, 2022

 Cash flows from operating activities

 Net loss

 $

 ( 8,948,731

)

 $

 ( 1,484,620

)

 Adjustments to reconcile net loss to net cash used
 in operating activities:

 Stock-based
compensation

 152,599

 266,633

 Finance
cost related to public offering

 -

 731,714

 Change
in fair value of warrant liability

 ( 892,693

)

 ( 2,912,267

)

 Changes
in operating assets and liabilities:

 Advances on research and development contract services

 251,066

 ( 579,910

)

 Prepaid
expenses and other current assets

 ( 5,335

)

 ( 377,015

)

 Accounts
payable and accrued expenses

 255,876

 4,877

 Research and development contract liabilities

 ( 783,675

)

 783,675

 Accrued legal settlement

 414,989

 -

 Net cash used in operating
 activities

 ( 9,555,904

)

 ( 3,566,913

)

 Cash flows from financing activities

 Proceeds from sale of
 common stock units in public offering, net of offering costs

 5,044,161

 4,429,860

 Net cash provided by
 financing activities

 5,044,161

 4,429,860

 Net
 (decrease) increase in cash

 ( 4,511,743

)

 862,947

 Cash, beginning of
 year

 7,538,312

 6,675,365

 Cash, end of year

 $

 3,026,569

 $

 7,538,312

 Supplemental information

 Interest paid - related party

 $

 -

 $

 -

 Income taxes paid

 $

 -

 $

 -

 Non-cash financing activities

 Fair value of warrant liability recognized upon issuance of warrants

 $

 -

 $

 5,161,574

 Extinguishment of warrant liability upon exercise of warrants

 $

 711,024

 $

 589,839

 Issuance of shares upon cashless exercise of warrants

 $

 $

 See
accompanying notes to consolidated financial statements.

 F- 7

 Bone

 Notes
to Consolidated Financial Statements

 1.
 The Company

 Bone
Biologics Corporation (the "Company") was 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., ("Merger Sub"), and Bone Biologics, Inc., Merger Sub merged with and into Bone Biologics
Inc., with Bone Biologics Inc. remaining as the surviving corporation. On September 22, 2014, the Company changed its name to "Bone
Biologics Corporation" and Bone Biologics, Inc. became a wholly owned subsidiary of the Company. Bone Biologics, Inc. was incorporated
in California on September 9, 2004.

 The
Company is 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 DBM, demineralized bone matrix, 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 the Company 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 FDA that NELL-1/DBM will be classified as a device/drug combination
product with a pre-market approval filing ("PMA").

 The
production and marketing of the Company's products and its ongoing research and development activities will be subject to extensive
regulation by numerous governmental authorities in the United States. Prior to marketing in the United States, any combination product
developed by the Company must undergo rigorous preclinical (animal) and clinical (human) testing and an extensive regulatory approval
process implemented by the FDA under the Food, Drug and Cosmetic Act. There can be no assurance that the Company will not encounter problems
in clinical trials that will cause the Company or the FDA to delay or suspend clinical trials.

 The
Company's success will depend in part on its 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 patents issued to or licensed by the Company will not be challenged, invalidated, or circumvented, or that the rights granted thereunder
will provide proprietary protection or competitive advantages to the Company.

 Reverse
stock splits

 On
June 5, 2023, the Company filed an amendment to its certificate of incorporation, as amended, with the Secretary of State of the State
of Delaware to effect a 1-for-30 reverse stock split of its outstanding common stock and warrants. The amendment was authorized by the
Company's stockholders on May 1, 2023, and was effective on June 5, 2023.

 On
December 14, 2023, the Company filed an amendment to its certificate of incorporation, as amended, with the Secretary of State of the
State of Delaware to effect a 1-for-8 reverse stock split of its outstanding common stock and warrants. The amendment was authorized
by the Company's stockholders on December 12, 2023, and was effective on December 20, 2023.

 All
share and per share amounts have been retro-actively restated as if the reverse splits occurred at the beginning of the earliest period
presented.

 Going
Concern and Liquidity

 The
Company has no significant operating history and since inception to December 31, 2023 has incurred accumulated losses of approximately
$ 80.9 million. The Company will continue to incur significant expenses for development activities for their lead product NELL-1/DBM.
Operating expenditures for the next twelve months are estimated at $ 5.5 million. The accompanying consolidated financial statements for
the year ended December 31, 2023 have been prepared assuming the Company will continue as a going concern. As reflected in the financial
statements, the Company incurred a net loss of $ 8.9 million, and used net cash in operating activities of $ 9.6 million during the year
ended December 31, 2023. These factors raise substantial doubt about the Company's ability to continue as a going concern within
one year after the date that the financial statements are issued. The consolidated financial statements do not include any adjustments
related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.

 F- 8

 At
December 31, 2023, the Company had cash of $ 3.0 million. Available cash is expected to fund the Company's operations through the second quarter of 2024.

 During
2023, the Company completed public offerings generating net proceeds to the Company of $ 5.0 million.

 The
Company will continue to attempt to raise additional debt and/or equity financing to fund future operations and to provide additional
working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to
meet the Company's needs. If cash resources are insufficient to satisfy the Company's on-going cash requirements, the Company
will be required to scale back or discontinue its product development programs, or obtain funds if available (although there can be no
certainties) through strategic alliances that may require the Company to relinquish rights to its technology, substantially reduce or
discontinue its 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 the Company. Even if the Company is able to obtain additional financing, it may contain undue
restrictions on the Company's operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity
financing.

 2.
 Summary of Significant Accounting Policies

 Principles
of Consolidation

 The
accompanying consolidated financial statements of the Company have been prepared in accordance with United States generally accepted
accounting principles ("GAAP") and include the financial statements of Bone Biologics Corporation and its wholly-owned subsidiary,
Bone Biologics Inc. Intercompany balances and transactions have been eliminated in consolidation.

 Segment
Information

 The
Company operates and reports in one segment, which focuses on bone regeneration in spinal fusion using the recombinant human protein
known as NELL-1. The Company's operating segment is reported in a manner consistent with the internal reporting provided to the
Chief Operating Decision Maker, which is the Company's Chief Executive Officer and President.

 Use
of Estimates

 The
preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and reported amounts of expenses during the reporting period.

 Significant
estimates include the assumptions used in the accrual for potential liabilities, the valuation of the warrant liability, the valuation
of debt and equity instruments, the valuation of stock options and warrants issued for services, and deferred tax valuation allowances.
Actual results could differ from those estimates.

 Inflation

 Macroeconomic
factors such as inflation, rising interest rates, governmental responses there to and possible recession caused thereby also add significant
uncertainty to the Company's operations and possible effects to the amount and type of financing available to the Company in the future.

 Cash

 Cash
primarily consists of bank demand deposits maintained by a major financial institution. The Company's policy is to maintain its
cash balances with financial institutions with high credit ratings and in accounts insured by the Federal Deposit Insurance Corporation
(the "FDIC") and/or by the Securities Investor Protection Corporation (the "SIPC"). The Company may periodically
have cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $ 250,000 and $ 500,000, respectively.
The Company has not experienced any losses to date resulting from this policy.

 F- 9

 Fair
Value of Financial Instruments

 Accounting
standards require certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing
that fair value. The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability
(an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants
on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the
use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which
the first two are considered observable and the last is considered unobservable:

 Level
1: Quoted prices in active markets for identical assets or liabilities.

 Level
2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities.

 Level
3 assumptions: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the
assets or liabilities including liabilities resulting from embedded derivatives associated with certain warrants to purchase common stock.

 The
fair value of financial instruments measured on a recurring basis was as follows as of December 31, 2023:

 Schedule
of Fair Value Liabilities Measured on Recurring Basic

 Description

 Total

 Level 1

 Level 2

 Level 3

 As of
 December 31, 2023

 Description

 Total

 Level 1

 Level 2

 Level 3

 Liabilities:

 Warrant liability

 $

 —

 —

 $

 Total liabilities at fair value

 $

 —

 —

 $

 The
following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis using unobservable level
3 inputs for the years ended December 31, 2023 as follows:

 Schedule of
Warrant Liability Measured Fair Value on a Recurring Basic Using Unobservable

 2023

 Warrant liability

 Balance as of beginning of period – December 31, 2022

 $
 1,659,468

 Extinguishment of warrant liability upon exercise of warrants

 ( 711,024
)

 Change in fair value

 ( 892,693
)

 Balance as of end of period – December 31, 2023

 $

 The
Company believes the carrying amount of certain financial instruments, including cash and accounts payable approximate their values based
on their short-term nature and are excluded from the fair value tables above.

 Prepaid
Insurance

 Prepaid
insurance represents the premiums paid for directors and officers insurance coverage and for general liability insurance coverage in
excess of the amortization of the total policy premium charged to operations at each balance sheet date. Such amount is determined by
amortizing the total policy premium charged on a straight-line basis over the respective policy period. As the policy premiums incurred
are generally amortizable over the ensuing twelve-month period, they are recorded as a current asset in the Company's consolidated
balance sheet at each reporting date and appropriately amortized to the Company's consolidated statement of operations for each
reporting period.

 F- 10

 Prepaid
Expenses

 At
December 31, 2023, prepaid expenses consisted of prepaid insurance and prepaid services. Prepaid expenses are amounts paid to secure the
use of assets or the receipt of services at a future date or continuously over one or more future periods. When the prepaid expenses
are eventually consumed, they are charged to expense. The Company had $ 711,194 and $ 956,925 in prepaid expenses December 31, 2023 and
2022, respectively.

and Development Costs

and development costs include, but are not limited to, payroll and other personnel expenses, consultants, expenses incurred under agreements
with contract research and manufacturing organizations and animal clinical investigative sites and the cost to manufacture clinical trial
materials. Research and development costs are generally charged to operations ratably over the life of the underlying contracts, unless
the achievement of milestones, the completion of contracted work, the termination of an agreement, or other information indicates that
a different expensing schedule is more appropriate. However, payments for research and development costs that are contractually defined
as non-refundable are charged to operations as incurred.

 Payments
made pursuant to contracts are initially recorded as advances on research and development contract services in the Company's consolidated
balance sheet and are then charged to research and development costs in the Company's consolidated statement of operations as those
contract services are performed. Expenses incurred under contracts in excess of amounts advanced are recorded as research and development
contract liabilities in the Company's consolidated balance sheet, with a corresponding charge to research and development costs
in the Company's consolidated statement of operations. The Company reviews the status of its various clinical trial and research
and development contracts on a quarterly basis.

and development costs, including costs associated with clinical trials involving the Company's lead product candidate, are summarized
below based on the respective geographical regions where such costs are incurred.

 Summary
of Geographical Regions

 2023

 2022

 Years Ended

 2023

 2022

 United States

 $
 6,693,377

 $
 1,579,298

 Australia

 214,447

 -

 Total

 $
 6,907,824

 $
 1,579,298

 Patents
and Licenses

April 9, 2019, the Company entered into an Amended and Restated Exclusive License Agreement dated as of March 21, 2019 and amended
through three sets of amendments (as so amended the "Amended License Agreement") with the UCLA TDG. The Amended License
Agreement amends and restates the Amended and Restated Exclusive License Agreement, dated as of June 19, 2017 (the "2017
Agreement"). The 2017 Agreement amended and restated the Exclusive License Agreement, effective March 15, 2006, between the
Company and UCLA TDG, as amended by ten amendments. See Note 7 for commitments related to the Exclusive License Agreement. Patent
expenses include costs to acquire the license of NELL-1, which was de minimis, and costs to file patent applications related to
NELL-1.

 The
Company expenses the costs incurred to file patent applications, all costs related to abandoned patent applications and maintenance costs,
and these costs are included in general and administrative expenses. Costs associated with licenses acquired to be able to use products
from third parties prior to receipt of regulatory approval to market the related products are also expensed. The Company's licensed
technologies may have alternative future uses in that they are enabling (or platform) technologies that can be the basis for multiple
products that would each target a specific indication. Costs of acquisition of licenses are expensed.

 F- 11

 Stock
Based Compensation

 ASC
718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions
to employees and non-employees. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other
equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including
grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair
values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award,
known as the requisite service period (usually the vesting period). Recognition of compensation expense for non-employees is in the same
period and manner as if the Company had paid cash for the services.

 Income
Taxes

 The
Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of
deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach,
deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets
if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility
is uncertain. The Company's policy is to recognize interest and/or penalties related to income tax matters in income tax expense.
No such amounts were accrued as of December 31, 2023 and 2022.

 Loss
per Common Share

 Basic
loss per share is computed by dividing the loss available to common shareholders by the weighted-average number of common shares outstanding
during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include
the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. Diluted loss per common share reflects the potential dilution that could occur if options and warrants were
to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity.

 Since
the effects of outstanding options, warrants, and the conversion of convertible debt are anti-dilutive for the years ended December 31,
2023 and 2022, shares of common stock underlying these instruments have been excluded from the computation of loss per common share.

 The
following sets forth the number of shares of common stock underlying outstanding options and warrants as of December 31, 2023 and 2022:

 Schedule of Anti
Dilutive Securities Excluded from Computation of Earnings Per Share

 2023

 2022

 2023

 2022

 Warrants

 197,844

 57,692

 Stock options

 1,910

 Anti
 dilutive securities

 232,154

 59,602

 Reclassifications

 Certain
prior year balances have been reclassified to conform with the current year presentation.

 In
presenting the Company's consolidated balance sheet at December 31, 2022, the Company presented $ 579,910 advances on research and
development contract services and prepaid insurance of $ 364,536 as part of prepaid expenses of $ 956,925. In presenting the Company's
consolidated balance sheet at December 31, 2023, the Company has reclassified the balance of $ 579,910 as a separate line item advances
on research and development contract services and the balance of $ 364,536 as a separate line item prepaid insurance. The balance of $ 10,000
is presented as prepaid expenses in the accompanying December 31, 2022 financial statements.

 In
presenting the Company's consolidated balance sheet at December 31, 2022, the Company presented $ 783,675 research and development
contract liabilities as part of accounts payable and accrued expenses of $ 888,461. In presenting the Company's consolidated balance
sheet at December 31, 2023, the Company has reclassified the balance of $ 783,675 as a separate line item research and development contract
liabilities, and the balance of $ 104,786 is presented as accounts payable and accrued expenses in the accompanying December 31, 2022
financial statements.

 F- 12

 New
Accounting Standards

 The
Company's management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have
been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does
not believe the future adoption of any such pronouncements will have a material effect on the Company's financial position and
results of operations.

 3.
 Warrant Liability

 In
October 2022, the Company completed a public equity offering (see Note 5), which included the issuance of 54,174 warrants. The warrants
provide for a Black Scholes value calculation in the event of certain transactions ("Fundamental Transactions," as defined),
which includes a floor on volatility utilized in the value calculation at 100% or greater. The Company has determined that this provision
introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a
fixed-for-fixed option on the Company's own equity shares. Accordingly, pursuant to ASC 815, the Company has classified the fair
value of the warrants as a liability to be re-measured at the end of every reporting period with the change in value reported in the
statement of operations.

 The
warrant liability was valued at the following dates using a Black-Scholes model with the following assumptions:

 Schedule of Warrant Liability Black-Scholes Model

 2023

 October 12, 2022
 (date issued)

 Warrant liability:

 Risk-free interest rate

 3.94
 %

 4.26
 %

 Expected volatility

 136.25
 %

 112.58
 %

 Expected life (in years)

 3.78

 4.78

 Expected dividend yield

 -

 -

 Fair Value:

 Warrant liability

 $

 $
 1,659,468

 The
risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company determines expected volatility
based upon the historical volatility of the Company's common stock. The Company does not
believe that the future volatility of its common stock over an option's expected term is likely to differ significantly from
the past. The expected term of the warrants granted are determined based on the duration of time the warrants are expected to be
outstanding. The dividend yield on the Company's warrants is assumed to be zero as the Company has not historically paid
dividends.

 4.
 Income Taxes

 The
provision for income taxes consists of the following:

 Schedule of Provision for Income Taxes

 Year Ended

 2023

2022

 Current:

 Federal

 $
 -

 $
 -

 State

 -

 -

 Total current

 -

 -

 Deferred:

 Federal

 -

 -

 State

 -

 -

 Total deferred

 -

 -

 Provision for income taxes

 $
 -

 $
 -

 F- 13

 The
components of deferred tax assets and liabilities consist of the following:

 Schedule of Deferred Tax Assets and Liabilities

 2023

 2022

 Deferred tax assets

 Net operating losses

 $
 9,587,000

 $
 10,971,000

 Accrued expenses

 2,091,000

 692,000

 R&D credits

 938,000

 938,000

 Stock compensation

 7,795,000

 7,751,000

 Total

 20,411,000

 20,352,000

 Less: Valuation allowance

 ( 20,411,000
)

 ( 20,352,000
)

 Deferred
 tax assets

 $
 -

 $
 -

 The
Company's federal and state net operating loss carryforwards at December 31, 2023 and 2022 were approximately $ 30,987,000 and $ 35,757,000,
respectively, and will begin to expire in 2027 if not utilized.

 The
Company reviews its deferred tax assets for realization based upon historical taxable income, prudent and feasible tax planning strategies,
the expected timing of the reversals of existing temporary differences and expected future taxable income. The Company has concluded
that it is more likely than not that the deferred tax assets will not be realized. Accordingly, the Company has recorded a valuation
allowance against the net deferred tax assets in the amount of $ 20,411,000 at December 31, 2023. The net change in the valuation allowance
for the year ended December 31, 2023 was $ 59,000.

 The
effective tax rate differs from the statutory tax rate principally due to the change in valuation allowance, nondeductible permanent
differences, credits, and state income taxes.

 A
reconciliation of the federal income tax rate to the Company's effective tax rate for the years ended December 31, 2023 and 2022
is as follows:

 Schedule of Income Tax Effective Tax Rate

 2023

 2022

 Statutory federal income tax rate

 21.0
 %

 21.0
 %

 State taxes, net of federal tax benefit

 ( 1.4
)%

 24.9
 %

 Nondeductible permanent items

 -
 %

 ( 4.4
)%

 Deferred tax rate change

 -
 %

 -
 %

 Research and development credit

 -
 %

 21.1
 %

 Change in valuation allowance

 ( 19.6
)%

 ( 62.6
)%

 Income tax provision

 0.0
 %

 0.0
 %

 The
Company's effective tax rate is 0 % for income tax for the years ended December 31, 2023 and 2022. Based on the weight of available
evidence, including cumulative losses since inception and expected future losses, the Company has determined that it is more likely than
not that the deferred tax asset amount will not be realized and therefore a valuation allowance has been provided on net deferred tax
assets.

 The
Company files tax returns for U.S. Federal, State of Massachusetts, and State of California. The Company is not currently subject to
any income tax examinations. Since the Company's inception, the Company had incurred losses from operations, which generally allows
all tax years to remain open.

 F- 14

 5.
 Stockholders' Deficit

 Preferred
Stock

 The
Company's amended and restated certificate of incorporation authorizes the Company to issue a total of 20,000,000 shares of preferred
stock. No shares have been issued.

 Common
Stock

 The
Company's amended and restated certificate of incorporation authorizes the Company to issue a total of 100,000,000 shares of common
stock. As of December 31, 2023 and 2022, the Company had an aggregate of 534,238 and 63,820 shares of common stock outstanding, respectively.

 2023

 In
February 2023, 5,837 Series C warrants were exchanged for 5,837 shares of common stock.

 In
May 2023, 4,938 Series C warrants were exchanged for 4,938 shares of common stock.

 On
June 14, 2023, the Company entered into an underwriting agreement (the "Underwriting Agreement") with EF Hutton, division
of Benchmark Investments, LLC ("EF Hutton") acting as representatives of the several underwriters in connection with a public
offering (the "Offering") of an aggregate of 317,259 shares of its common stock. The public offering price was $ 15.76 per
share and the underwriters agreed to purchase 317,259 shares at a 7 % discount to the public offering price. The Company granted EF Hutton
a 45-day option to purchase up to 47,589 additional shares, to cover over-allotments, if any, which was not exercised. The Offering closed
on June 16, 2023, resulting in gross proceeds of $ 5 million, before deducting underwriting discounts and commissions and other offering
expenses. The net proceeds in relation to the Offering were $ 4,452,163.

 On
November 20, 2023 the Company sold and issued, in a registered direct offering (the "Registered Direct Offering"), 142,384
shares of common stock, at an offering price of $ 5.12 per share to certain institutional investors (the "Purchasers") pursuant
to a securities purchase agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, in a concurrent private
placement (together with the Registered Direct Offering, the "November Offering"), the Company issued to the Purchasers unregistered
warrants (the "November Warrants") to purchase up to an aggregate of 142,384 shares of common stock, which represent 100 %
of the shares of common stock issued and sold in the Registered Direct Offering. The November Warrants are exercisable at an exercise
price of $ 4.16 per share, were exercisable immediately upon issuance, and terminate on May 21, 2029. In addition, the Company issued
the placement agent o as compensation in connection with the November Offering, warrants (the "November Placement Agent Warrants")
to purchase up to an aggregate of 8,543 shares of common stock (equal to 6.0 % of the aggregate number of shares sold in the Registered
Direct Offering). The November Placement Agent Warrants have substantially the same terms and conditions as the November Warrants, except
that the November Placement Agent Warrants terminate on November 16, 2028 and with an exercise price of $ 6.40 per share.

 2022

 On
October 12, 2022, the Company completed a public offering of 15,741 units (the "2022 Units") at a price of $ 324.00 per unit,
generating gross proceeds to the Company of $ 5,100,000, and net proceeds, after underwriters discounts and expenses, of approximately
$ 4,454,000. Each unit consists of: (i) one share of common stock, par value $ 0.001 per share; (ii) one Series A warrant to purchase one
share of common stock at an exercise price equal to $ 388.80 per share ( 120 % of the per 2022 Unit offering price), exercisable until the
fifth anniversary of the issuance date; (iii) one Series B warrant to purchase one share of common stock at an exercise price equal to
$ 324.00 per share ( 100 % of the per 2022 Unit offering price), exercisable until the fifth anniversary of the issuance date; and (iv)
one Series C warrant to purchase one share of common stock at an exercise price equal to $ 518.40 per share ( 160 % of the per 2022 Unit
offering price), exercisable until the fifth anniversary of the issuance date.

 The
underwriter also received 788 warrants as part of the offering at an exercise price of $ 324.00 per common share representing 5 % of the
raise.

 In
October 2022, 4,890 Series C warrants were exchanged for 4,890 shares of common stock.

 F- 15

 6.
 Common Stock Warrants

 A
summary of warrant activity for the years ended December 31, 2023 and 2022 are presented below:

 Schedule of Warrant Activity

 Subject to Exercise

 Warrants

 Weighted
 Average
 Exercise Price

 Weighted
 Average Life
 (Years)

 Outstanding as of December 31, 2021

 7,620

 $
 1,512.00

 4.79

 Granted – 2022

 54,962

 391.20

 5.00

 Forfeited/Expired – 2022

 -

 -

 -

 Exercised – 2022

 ( 4,890
)

 -

 4.78

 Outstanding as of December 31, 2022

 57,692

 $
 427.20

 4.65

 Granted – 2023

 150,927

 4.29

 5.48

 Forfeited/Expired – 2023

 -

 -

 -

 Exercised – 2023

 ( 10,775
)

 -

 3.78

 Outstanding as of December 31, 2023

 197,844

 $
 127.86

 4.95

 As
of December 31, 2023, the Company had outstanding vested and unexercised Common Stock Warrants as follows:

 Schedule of Outstanding Vested and Unexercised Common Stock Warrants

 Date Issued

 Exercise Price

 Warrants

 Expiration date

 October 2021

 $
 1,512.00

 7,620

 October 13, 2026

 October 2022

 $
 388.80

 18,058

 October 12, 2027

 October 2022

 $
 324.00

 18,846

 October 12, 2027

 October 2022

 $
 0.00

 2,393

 October 12, 2027

 November 2023

 $
 6.40

 8,543

 November 16, 2028

 November 2023

 $
 4.16

 142,384

 May 21, 2029

 Total outstanding warrants at December 31, 2023

 197,844

 Based
on a fair market value of $ 4.52 per share on December 31, 2023, there 2,393 exercisable but unexercised in-the-money common stock warrants
on that date. Accordingly, the intrinsic value attributed to exercisable but unexercised common stock warrants at December 31, 2023 was
$ 10,816.

 7.
 Stock-based Compensation

 2015
Equity Incentive Plan

 The
Company has 629,489
shares of Common Stock authorized and reserved for issuance under its 2015 Equity Incentive Plan for option awards. This reserve may
be increased by the Board each year by up to the number of shares of stock equal to 5 %
of the number of shares of stock issued and outstanding on the immediately preceding December 31. In September 2023, the
Company's stockholders approved an amendment to the 2015 Equity Incentive Plan that, among other items, increased the number
of shares available under the 2015 Equity Incentive Plan by 625,000
shares. Appropriate adjustments will be made in the number of authorized shares and other numerical limits in the Company's 2015 Equity Incentive Plan and in outstanding awards to prevent dilution or enlargement of participants' rights in the
event of a stock split or other change in the Company's capital structure. Shares subject to awards granted under the 2015 Equity Incentive
Plan which expire, are repurchased or are cancelled or forfeited will again become available for issuance under the 2015 Equity
Incentive Plan. The shares available will not be reduced by awards settled in cash. Shares withheld to satisfy tax withholding
obligations will not again become available for grant. The gross number of shares issued upon the exercise of stock appreciation
rights or options exercised by means of a net exercise or by tender of previously owned shares will be deducted from the shares
available under the 2015 Equity Incentive Plan.

 Awards
may be granted under the 2015 Equity Incentive Plan to the Company's employees, including officers, director or consultants, and its present or
future affiliated entities. While the Company may grant incentive stock options only to employees, it may grant non-statutory stock options, stock
appreciation rights, restricted stock purchase rights or bonuses, restricted stock units, performance shares, performance units and cash-based
awards or other stock based awards to any eligible participant.

 F- 16

 The
2015 Equity Incentive Plan is administered by the Company's compensation committee. Subject to the provisions of the 2015
Equity Incentive Plan, the compensation committee determines, in its discretion, the persons to whom, and the times at which, awards
are granted, as well as the size, terms and conditions of each award. All awards are evidenced by a written agreement between the Company and
the holder of the award. The compensation committee has the authority to construe and interpret the terms of the 2015 Equity
Incentive Plan and awards granted under the 2015 Equity Incentive Plan.

 A
summary of stock option activity for the years ended December 31, 2023 and 2022 are presented below:

 Schedule of Stock Option Activity

 Subject to Exercise

 Options

 Weighted Average
 Exercise
 Price

 Weighted
 Average
 Life (Years)

 Aggregate
 Intrinsic
 Value

 Outstanding as of December 31, 2021

 1,023

 $
 7,862.40

 5.43

 $
 -

 Granted – 2022

 624.00

 7.17

 -

 Forfeited/Expired – 2022

 -

 -

 -

 -

 Exercised – 2022

 -

 -

 -

 -

 Outstanding as of December 31, 2022

 1,910

 $
 4,041.60

 5.60

 $
 -

 Granted – 2023

 32,400

 5.44

 9.94

 -

 Forfeited/Expired – 2023

 -

 -

 -

 -

 Exercised – 2023

 -

 -

 -

 -

 Outstanding as of December 31, 2023

 $
 236.70

 8.62

 $
 -

 Options vested and exercisable at December 31, 2023

 26,270

 $
 307.58

 8.53

 $
 -

 As
of December 31, 2023, the Company had outstanding stock options as follows:

 Schedule of Outstanding Stock Options

 Date Issued

 Exercise Price

 Options

 Expiration date

 August 2015

 $

 September 2015

 $

 November 2015

 $

 December 2015

 $

 January 2016

 $

 January 9, 2026

 May 2016

 $
 12,300.00

 May 26, 2026

 September 2016

 $
 12,300.00

 May 31, 2026

 January 2017

 $
 12,300.00

 January 1, 2027

 January 2018

 $
 11,820.00

 January 1, 2028

 January 2019

 $
 564.00

 January 1, 2029

 October 2021

 $
 1,260.00

 October 26, 2031

 January 2022

 $
 844.80

 January 1, 2032

 January 2022

 $
 892.80

 January 1, 2024

 January 2022

 $
 892.80

 January 3, 2024

 August 2022

 $
 387.26

 August 23, 2032

 January 2023

 $
 57.60

 January 25, 2025

 September 2023

 $
 5.12

 32,163

 September 12, 2033

 Total outstanding options at December 31, 2023

 Based
on a fair value of $ 4.52 per share on December 31, 2023, there was no intrinsic value attributed to exercisable but unexercised stock
options at December 31, 2023.

 F- 17

 There
were 32,400 options granted during the year ended December 31, 2023 with a fair value of $ 161,948. Vesting of options differs based on
the terms of each option. During the year ended December 31, 2023 and 2022, the Company had stock-based compensation expense of $ 152,599
and $ 266,633, respectively, related to the vesting of stock options granted to the Company's employees and directors included in
the Company's reported net loss. The Company's policy is to account for forfeitures of the unvested portion of option grants when they occur; therefore,
these forfeitures are recorded as a reversal to expense, which can result in a credit balance in the statement of operations.

 The
Company utilized the Black-Scholes option-pricing model. The assumptions used for the years ended December 31, 2023 and 2022 are as follows:

 Schedule of Assumptions Using Black-Scholes Option Pricing Mode

 December 31, 2023

 December
31, 2022

 Risk free interest rate

 4.39
 %

 0.39 % - 3.157
 %

 Expected Volatility

 135.49
 %

 96.24 - 112.54
 %

 Expected life (in years)

 5.86

 1.00 - 5.87

 Expected dividend yield

 %

 %

 The
expected volatility is a measure of the amount by which the Company stock price is expected to fluctuate during the expected term of options
granted. The Company determines the expected volatility based upon the historical volatility of our common stock since listing on The Nasdaq Capital
Market. The Company does not believe that the future volatility of its common stock over an option's expected term is likely to differ significantly
from the past. The risk-free interest rate used in the calculations is based on the implied yield available on U.S. Treasury issues with
an equivalent term approximating the expected life of the options as calculated using the simplified method. The expected life of the
options used was based on the contractual life of the option granted. Stock-based compensation is a non-cash expense because the Company settles
these obligations by issuing shares of its common stock from its authorized shares instead of settling such obligations with cash payments.

 As
of December 31, 2023, total unrecognized compensation cost related to unvested stock options was $ 64,306. The cost is expected to be
recognized over a weighted average period of 0.25 years.

 8.
 Commitments and Contingencies

 UCLA
TDG Exclusive License Agreement

April 9, 2019, the Company entered into an Amended and Restated Exclusive License Agreement dated as of March 21, 2019 and amended through three
sets of amendments (as so amended the "Amended License Agreement") with the UCLA TDG. The Amended License Agreement amends
and restates the Amended and Restated Exclusive License Agreement, dated as of June 19, 2017 (the "2017 Agreement"). The
2017 Agreement amended and restated the Exclusive License Agreement, effective March 15, 2006, between the Company and UCLA TDG, as amended
by ten amendments. Under the terms of the Amended License Agreement, the Regents have continued to grant the Company exclusive rights to develop
and commercialize NELL-1 (the "Licensed Product") for spinal fusion by local administration, osteoporosis and trauma applications.
The Licensed Product is a recombinant human protein growth factor that is essential for normal bone development.

 The Company has agreed to pay an annual maintenance fee to UCLA TDG of $ 10,000 as well as pay certain royalties to UCLA TDG under the Amended License
Agreement at the rate of 3.0 % of net sales of licensed products or licensed methods. The Company must pay the royalties to UCLA TDG on a quarterly
basis. Upon a first commercial sale, the Company also must pay a minimum annual royalty between $ 50,000 and $ 250,000, depending on the calendar
year which is after the first commercial sale. If the Company is required to pay any third party any royalties as a result of it making use of
UCLA TDG patents, then it may reduce the royalty owed to UCLA TDG by 0.333 % for every percentage point paid to a third party. If the Company grants
sublicense rights to a third party to use the UCLA TDG patent, then it will pay UCLA TDG 10 % to 20 % of the sublicensing income it receives
from such sublicense.

 The Company is obligated to make the following milestone payments to UCLA TDG for each Licensed Product or Licensed Method:

 $ 100,000
 upon enrollment of the first subject in a Feasibility Study;

 $ 250,000
 upon enrollment of the first subject in a Pivotal Study:

 $ 500,000
 upon Pre-Market Approval of a Licensed Product or Licensed Method; and

 $ 1,000,000
 upon the First Commercial Sale of a Licensed Product or Licensed Method.

 F- 18

 The Company is also obligated pay to UCLA TDG a fee (the "Diligence Fee") of $ 8,000,000 upon the sale of any Licensed Product (the "Triggering
Sale Date") in accordance with the payment schedule below:

 Due
 upon cumulative Net Sales equaling $50,000,000 following the Triggering Sale Date - $2,000,000;

 Due
 upon cumulative Net Sales equaling $100,000,000 following the Triggering Sale Date - $2,000,000; and

 Due
 upon cumulative Net Sales equaling $200,000,000 following the Triggering Sale Date - $4,000,000.

 The
Company's obligation to pay the Diligence Fee will survive termination or expiration of the agreement and it is prohibited
from assigning, selling, or otherwise transferring any of its assets related to any Licensed Product unless its Diligence Fee
obligation is assigned, sold, or transferred along with such assets, or unless it pays UCLA TDG the Diligence Fee within ten (10)
days of such assignment, sale or other transfer of such rights to any Licensed Product.

 The Company is also obligated to pay UCLA TDG a cash milestone payment within thirty (30) days of a Liquidity Event (including a Change of Control
Transaction and a payment election by UCLA TDG exercisable after December 22, 2016) such payment to equal the greater of:

 $ 500,000;
 or

 2 %
 of all proceeds in connection with a Change of Control Transaction.

 As
of December 31, 2023, none of the above milestones has been met.

 The
Company is obligated to diligently proceed with developing and commercializing licensed products under UCLA TDG patents set forth in
the Amended License Agreement. UCLA TDG has the right to either terminate the license or reduce the license to a non-exclusive
license if it does not meet certain diligence milestone deadlines set forth in the Amended License Agreement.

 The
Company must reimburse or pre-pay UCLA TDG for patent prosecution and maintenance costs incurred during the term of the Amended
License Agreement. The Company has the right to bring infringement actions against third party infringers of the Amended License Agreement,
UCLA TDG may join voluntarily, at its own expense, or, at the Company's expense, be joined involuntarily to the action. The Company is required to
indemnify UCLA TDG against any third party claims arising out of its exercise of the rights under the Amended License Agreement or
any sublicense.

 Payments
to UCLA TDG under the Amended License Agreement for the years ended December 31, 2023 and 2022 were $ 30,845 and $ 35,623, respectively.

 NASDAQ
Panel Decision

 On
September 27, 2023, the Company received a written notice from the Nasdaq notifying the Company that it was not in compliance with the
$ 1.00 per share minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) and that Nasdaq's staff had determined
to delist the Company's securities On December 11, 2023, a Nasdaq Hearings Panel granted the Company's request for continued
listing on Nasdaq subject to the Company demonstrating compliance with the minimum bid price requirement prior to January 12, 2024. The
Company received notice from Nasdaq on January 9, 2024 that it had regained compliance with the minimum bid price requirement. The Company
will remain under a Nasdaq discretionary panel monitor until June 28, 2024.

 Contingencies

 The
Company is subject to claims and assessments from time to time in the ordinary course of business. The Company's management does
not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company's business,
financial condition, results of operations or cash flows.

 Settlement Agreement

 In
July 2019, Dr. Bessie (Chia) Soo and Dr. Kang (Eric) Ting ("Plaintiffs") filed a complaint (the "Complaint")
in federal court in Massachusetts against the Company, Bruce Stroever ("Stroever"), John Booth ("Booth"), Stephen
LaNeve ("LaNeve", and together with Stroever and Booth, the "Individual Defendants"), and MTF Biologics (f/k/a
The Musculoskeletal Transplant Foundation, Inc.) ("MTF"). The Complaint alleges claims for breach of contract against the
Company and tortious interference with contract against the Individual Defendants and MTF arising from the termination of the Professional
Service Agreements, dated as of January 8, 2016, between the Company and each of the Plaintiffs. The Individual Defendants have been
sued for actions taken by them in connection with their service to the Company as directors and/or officers of the Company. As such,
the Company has certain indemnification obligations to the Individual Defendants.

 F- 19

 On
January 10, 2024 the Company entered into a Settlement Agreement and Mutual General Release (the "Agreement") with Drs. Bessie
(Chia) Soo and Kang (Eric) Ting, on the one hand (the "plaintiffs"), and the Company and Stephen LaNeve on the other hand
(together with the Company, the "defendants"), in settlement of the claims for breach of contract and tortious interference
with contract against the defendants filed in the United States District Court for the District of Massachusetts (the "Court").
The Agreement was effective as of January 9, 2024. The Company had certain indemnification obligations to Mr. LaNeve arising out of actions
taken in connection with his service to the Company.

 Under the Agreement, the Company agreed to pay the plaintiffs $ 750,000,
and on February 7, 2024, the Company paid $ 414,989, and the Company's insurance carrier paid $ 335,011 for the total settlement.
At December 31, 2023, the $ 414,989 has been accrued by the Company as legal settlement, net of insurance. The parties to the Agreement
have filed a joint stipulation to dismiss the action with prejudice with the Court and the Company expects the action to be dismissed
by the Court.

 9.
 Subsequent Events

 On
January 8, 2024, the Company's Board of Directors appointed Robert E. Gagnon to the Board of Directors. Erick Lucera resigned from
the Board of Directors on December 27, 2023, effective as of the date Mr. Gagnon was appointed. Mr. Gagnon received an initial director
grant whereby he is entitled to 9 shares of Common Stock of the Company under the Bone Biologics Corporation 2015 Equity Incentive Plan,
that vests and becomes exercisable on the date of the next annual meeting of the stockholders of the Company following the grant date
and an annual director grant whereby he is entitled to 8,006 shares of Common Stock of the Company under the Bone Biologics Corporation
2015 Equity Incentive Plan, 2,003 options are immediately exercisable with the remaining 6,003 options vesting and becoming exercisable
in three equal installments on 3/12/2024, 6/12/2024, and 9/12/2024.

 On
January 17, 2024, the Company's CEO, Mr. Frelick, received a stock option grant for 2023 bonus achievements whereby he is entitled
to 25,000 shares of Common Stock of the Company as of the date of the grant. Also on January 17, 2024, the Company's CFO, Ms. Walsh,
received a stock option grant for 2023 bonus achievements whereby she is entitled to 12,500 shares of Common Stock of the Company as
of the date of the grant.

 The
grants were made on the condition that i) the exercise price will be the current market price on the date of the grant; and ii) the options
will be issued with a two-year maturity. Any portion of this stock option grant that is not exercised on the date of termination shall
be forfeited on such date of termination except: (i) in the case of Termination by the Company Without Cause; and (ii) upon a Change
in Control (as defined in the Equity Incentive Plan) of the Company. To allow Mr. Frelick or Ms. Walsh to prevent or mitigate dilution
of their equity interests in the Company, in connection with each financing, Mr. Frelick or Ms. Walsh shall be provided an opportunity
to invest in the Company such that their interest, at their option, remains undiluted or partially diluted.

 F- 20