SecProbe.io

CORRESP
 1
 filename1.htm

 Bone
Biologics Corporation

 2
Burlington Woods Drive, Suite 100

 Burlington,
MA 01803

 August
29, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Jane Park

 Re:
 Bone
 Biologics Corporation
 Registration
 Statement on Form S-3
 File
 No. 333-288290

 Ladies
and Gentlemen:

 In
accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Bone Biologics Corporation, a Delaware corporation,
hereby requests that the effectiveness of the registration statement on Form S-3 (File No. 333-288290 ), initially filed with the
U.S. Securities and Exchange Commission on June 24, 2025, as amended by Pre-Effective Amendment No. 1 filed on August 29, 2025, be accelerated
so that the registration statement becomes effective at 4:30 p.m. Eastern Time on September 2, 2025 or as soon thereafter as practicable.

 If
you have any questions regarding this request, please contact Alexander R. McClean of Harter Secrest & Emery at (585) 231-1248.

 Very
 truly yours,

 Bone
 Biologics Corporation

 By:
 /s/
 Jeffrey Frelick

 Jeffrey
 Frelick

 President
 and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 1, 2025

Jeffrey Frelick
Chief Executive Officer
Bone Biologics Corp
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803

 Re: Bone Biologics Corp
 Registration Statement on Form S-3
 Filed June 24, 2025
 File No. 333-288290
Dear Jeffrey Frelick:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Alexander R. McClean, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Bone
Biologics Corporation

 2
Burlington Woods Drive, Suite 100

 Burlington,
MA 01803

 June
24, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Jane Park

 Re:
 Bone
 Biologics Corporation
 Registration
 Statement on Form S-1
 File
 No. 333-288282

 Ladies
and Gentlemen:

 In
accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Bone Biologics Corporation, a Delaware corporation,
hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-288282), initially filed with the
U.S. Securities and Exchange Commission on June 24, 2025, be accelerated so that the registration statement becomes effective at 4:30
p.m. Eastern Time on June 26, 2025 or as soon thereafter as practicable.

 If
you have any questions regarding this request, please contact Alexander R. McClean of Harter Secrest & Emery at (585) 231-1248.

 Very
truly yours,

 Bone
Biologics Corporation

 By:
 /s/
 Jeffrey Frelick

 Jeffrey Frelick

 President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 24, 2025

Jeffrey Frelick
Chief Executive Officer
Bone Biologics Corp
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803

 Re: Bone Biologics Corp
 Draft Registration Statement on Form S-1
 Submitted March 17, 2025
 CIK No. 0001419554
Dear Jeffrey Frelick:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
cc: Alexander R. McClean, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Bone Biologics Corporation

2 Burlington Woods Drive, Suite 100

Burlington, MA 01803

August 22, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Robert Augustin

    Re:

    Bone Biologics Corporation

    Registration Statement on Form S-3

    File No. 333-281494

Ladies and Gentlemen:

In accordance with Rule 461 promulgated
under the Securities Act of 1933, as amended, Bone Biologics Corporation, a Delaware corporation, hereby requests that the effectiveness
of the registration statement on Form S-3 (File No. 333-281494), filed with the U.S. Securities and Exchange Commission on August
12, 2024, be accelerated so that the registration statement becomes effective at 4:00 p.m. Eastern Time on August 26, 2024 or as soon
thereafter as practicable.

If you have any questions or comments,
please contact Alexander R. McClean of Harter Secrest & Emery at (585) 231-1248.

    Very truly yours,

    Bone Biologics Corporation

    By:
    /s/ Jeffrey Frelick

    Jeffrey Frelick

    President and Chief Executive Officer

August 21, 2024
Jeffrey Frelick
Chief Executive Officer
Bone Biologics Corp
2 Burlington Woods Drive
Suite 100
Burlington, MA 01803
Re:Bone Biologics Corp
Registration Statement on Form S-3
Filed August 12, 2024
File No. 333-281494
Dear Jeffrey Frelick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Alexander R. McClean

CORRESP
1
filename1.htm

Bone
Biologics Corporation

2
Burlington Woods Drive, Suite 100

Burlington,
MA 01803

March
1, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Jane Park

    Re:
    Bone
                                            Biologics Corporation

    Registration
    Statement on Form S-1

    File
    No. 333-276771

Ladies
and Gentlemen:

On
February 29, 2024, Bone Biologics Corporation (the “Company”) requested acceleration of the effective date of the above-referenced
Registration Statement so that it would become effective at 1:00 p.m. Eastern Time on March 1, 2024 or as soon thereafter as practicable.
The Company hereby withdraws that request and respectfully requests, in accordance with Rule 461 promulgated under the Securities Act
of 1933, as amended, the effectiveness of the above-referenced Registration Statement on March 4, 2024 at 9:00 a.m. Eastern Time or as
soon thereafter as practicable.

If
you have any questions regarding this request, please contact Alexander R. McClean of Harter Secrest & Emery at (585) 231-1248.

    Very
    truly yours,

    Bone
    Biologics Corporation

    By:
    /s/
    Jeffrey Frelick

    Jeffrey
    Frelick

    President
    and Chief Executive Officer

CORRESP
1
filename1.htm

Bone
Biologics Corporation

2
Burlington Woods Drive, Suite 100

Burlington,
MA 01803

February
29, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Jane Park

    Re:
    Bone
    Biologics Corporation

    Registration
    Statement on Form S-1

    File
    No. 333-276771

Ladies
and Gentlemen:

On
February 28, 2023, Bone Biologics Corporation (the “Company”) requested acceleration of the effective date of the above-referenced
Registration Statement so that it would become effective at 5:15 p.m. Eastern Time on February 29, 2024 or as soon thereafter as practicable.
The Company hereby withdraws that request and respectfully requests, in accordance with Rule 461 promulgated under the Securities Act
of 1933, as amended, the effectiveness of the above-referenced Registration Statement on March 1, 2024 at 1:00 p.m. Eastern Time or as
soon thereafter as practicable.

If
you have any questions regarding this request, please contact Alexander R. McClean of Harter Secrest & Emery at (585) 231-1248.

    Very truly yours,

    Bone Biologics Corporation

    By:
    /s/
    Jeffrey Frelick

    Jeffrey
    Frelick

    President
    and Chief Executive Officer

CORRESP
1
filename1.htm

Bone
Biologics Corporation

2
Burlington Woods Drive, Suite 100

Burlington,
MA 01803

February
28, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Jane Park

    Re:
    Bone
                                            Biologics Corporation

    Registration
    Statement on Form S-1

    File
    No. 333-276771

Ladies
and Gentlemen:

On
February 27, 2023, Bone Biologics Corporation (the “Company”) requested acceleration of the effective date of the above-referenced
Registration Statement so that it would become effective at 5:15 p.m. Eastern Time on February 28, 2024 or as soon thereafter as practicable.
The Company hereby withdraws that request and respectfully requests, in accordance with Rule 461 promulgated under the Securities Act
of 1933, as amended, the effectiveness of the above-referenced Registration Statement on February 29, 2024 at 5:15 p.m. Eastern Time
or as soon thereafter as practicable.

If
you have any questions regarding this request, please contact Alexander R. McClean of Harter Secrest & Emery at (585) 231-1248.

    Very
    truly yours,

    Bone
    Biologics Corporation

    By:
    /s/
    Jeffrey Frelick

    Jeffrey
    Frelick

    President
    and Chief Executive Officer

CORRESP
1
filename1.htm

Bone
Biologics Corporation

2
Burlington Woods Drive, Suite 100

Burlington,
MA 01803

February
27, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Jane Park

    Re:
    Bone
                                            Biologics Corporation

    Registration
    Statement on Form S-1

    File
    No. 333-276771

Ladies
and Gentlemen:

In
accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Bone Biologics Corporation, a Delaware corporation,
hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-276771), initially filed with the
U.S. Securities and Exchange Commission on January 30, 2024, as amended by Pre-Effective Amendment No. 1 filed on February 23, 2024 and
Pre-Effective Amendment No. 2 filed on February 26, 2024, be accelerated so that the registration statement becomes effective at 5:15
p.m. Eastern Time on February 28, 2024 or as soon thereafter as practicable.

If
you have any questions regarding this request, please contact Alexander R. McClean of Harter Secrest & Emery at (585) 231-1248.

    Very
    truly yours,

    Bone
    Biologics Corporation

    By:
    /s/
    Jeffrey Frelick

    Jeffrey
    Frelick

    President
    and Chief Executive Officer

United States securities and exchange commission logo
February 5, 2024
Jeffrey Frelick
Chief Executive Officer
Bone Biologics Corporation
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803
Re:Bone Biologics Corporation
Registration Statement on Form S-1
Filed January 30, 2024
File No. 333-276771
Dear Jeffrey Frelick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Alexander McClean, Esq.

CORRESP
1
filename1.htm

Bone
Biologics Corporation

2
Burlington Woods Drive, Suite 100

Burlington,
MA 01803

January
22, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Jane Park

    Re:
    Bone
                                            Biologics Corporation

    Registration
    Statement on Form S-3

    File
    No. 333-276412

Ladies
and Gentlemen:

In
accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Bone Biologics Corporation, a Delaware corporation
(the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-3 (File No. 333-276412),
initially filed with the U.S. Securities and Exchange Commission on January 5, 2024, as amended by the Pre-Effective Amendment No. 1
filed on January 17, 2024, be accelerated so that the registration statement becomes effective at 4:00 p.m. Eastern Time on January 24,
2024 or as soon thereafter as practicable.

If
you have any questions or comments, please contact Alexander R. McClean of Harter Secrest & Emery at (585) 231-1248.

    Very truly yours,

    Bone Biologics Corporation

    By:
    /s/
    Jeffrey Frelick

    Jeffrey
    Frelick

    President
    and Chief Executive Officer

United States securities and exchange commission logo
January 11, 2024
Jeffrey Frelick
Chief Executive Officer
Bone Biologics Corporation
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803
Re:Bone Biologics Corporation
Registration Statement on Form S-3
Filed January 5, 2024
File No. 333-276412
Dear Jeffrey Frelick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Alexander McClean, Esq.

CORRESP
1
filename1.htm

BONE
BIOLOGICS CORPORATION

2
Burlington Woods Drive, Suite 100

Burlington,
MA 01803

June
13, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Bone Biologics
    Corporation

    Registration
    Statement on Form S-1

    Filed June
    13, 2023

    File
    No. 333-271558

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Bone Biologics Corporation, a Delaware corporation, respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective
at 5:30 p.m., Eastern Time, on Wednesday, June 14, 2023 or as soon thereafter as is practicable. Please call our CFO, Deina Walsh at
585-775-7014 to provide notice of effectiveness.

    Very
    truly yours,

    BONE
    BIOLOGICS CORPORATION

    By:
    /s/
    Jeffrey Frelick

    Jeffrey
    Frelick

    Chief Executive
    Officer

CORRESP
1
filename1.htm

June
13, 2023

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Re:

    Bone
    Biologics Corp.

    Registration
    Statement on Form S-1 (File No. 333-271558)

Ladies
and Gentlemen:

In
connection with the above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), EF Hutton, Division of Benchmark Investments, LLC, as representative of the underwriters, hereby joins in the request
of the Company that the effective date of such registration statement be accelerated to 5:30 p.m. (New York time) on June 14, 2023, or
as soon thereafter practicable.

In
making this request, the undersigned acknowledges that the underwriters are aware of their obligations under the Act as they relate to
the public offering of securities pursuant to the registration statement.

[signature
page follows]

    Very
    truly yours,

    EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC

    By:

    /s/
    Sam Fleischman

    Name:

    Sam
    Fleischman

    Title:

    Supervisory
    Principal

United States securities and exchange commission logo
May 8, 2023
Jeffrey Frelick
Chief Executive Officer
Bone Biologics Corporation
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803
Re:Bone Biologics Corporation
Registration Statement on Form S-1
Filed May 1, 2023
File No. 333-271558
Dear Jeffrey Frelick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       David Ficksman, Esq.

CORRESP
1
filename1.htm

BONE
BIOLOGICS CORPORATION

2
Burlington Woods Drive, Suite 100

Burlington,
MA 01803

October
4, 2022

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Bone
    Biologics Corporation.

    Registration
    Statement on Form S-1

    Filed
    September 23, 2022

    File
    No. 333-267588

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Bone Biologics Corporation., a Delaware corporation, respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective
at 4:30 p.m., Eastern Time, on Thursday, October 6, 2022, or as soon thereafter as is practicable. Please call our CFO, Deina Walsh at
585-775-7014 to provide notice of effectiveness.

    Very
    truly yours,

    BONE
    BIOLOGICS CORPORATION.

    By:
    /s/
    Jeffrey Frelick

    Jeffrey
    Frelick

    Chief
    Executive Officer

CORRESP
1
filename1.htm

October
4, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Mr. Tyler Howes

    Re:
    Bone
    Biologics Corporation

    Registration
    Statement on Form S-1

    Filed
    October 4, 2022

    File
    No. 333-267588

Dear
Mr. Howes:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as
representative of the underwriters of the proposed public offering of securities of Bone Biologics Corporation (the “Company”),
hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated
so that it will be declared effective at 4:30 p.m., Eastern Time, on Thursday, October 6, 2022, or at such later time as the Company
or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.

Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Very
    truly yours,

    WallachBeth
    Capital, LLC

    By:
    /s/
    Douglas Bantum

    Name:

    Douglas
    Bantum

    Title:

    Senior
    Managing Director

    -1-

United States securities and exchange commission logo
September 30, 2022
Jeffrey Frelick
Chief Executive Officer
Bone Biologics Corporation
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803
Re:Bone Biologics Corporation
Registration Statement on Form S-1
Filed September 23, 2022
File No. 333-267588
Dear Mr. Frelick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Ficksman, Esq.

CORRESP
1
filename1.htm

BONE
BIOLOGICS CORPORATION

2
Burlington Woods Drive, Suite 100

Burlington,
MA 01803

July
7,2022

VIA
EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:
    Bone Biologics Corporation.

    Registration Statement on Form S-3

    Filed June 28,2022

    File No. 333-265872

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, Bone Biologics Corporation., a Delaware corporation, respectfully
requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective
at 4:00 p.m., Eastern Time, on Monday, July 11,2022, or as soon thereafter as is practicable. Please call our counsel, David L. Ficksman
of TroyGould PC at 310-789-1290 to provide notice of effectiveness.

    Very truly yours,

    BONE BIOLOGICS CORPORATION.

    By:
    /s/ Jeffrey Frelick

    Jeffrey Frelick

    Chief Executive Officer

United States securities and exchange commission logo
July 6, 2022
Deina H. Walsh
Chief Financial Officer
Bone Biologics Corp
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803
Re:Bone Biologics Corporation
Registration Statement on Form S-3
File No. 333-265872
Filed June 28, 2022
Dear Ms. Walsh:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Ficksman, Esq.

CORRESP
1
filename1.htm

October
8, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Ms. Irene Paik

    Re:
    Bone Biologics Corporation

    Registration Statement on Form S-1

    Filed October 6, 2021

    File No. 333-257484

Dear
Ms. Adams:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as
representative of the underwriters of the proposed public offering of securities of Bone Biologics Corporation (the “Company”),
hereby join the Company’s request that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated
so that it will be declared effective at 4:00 p.m., Eastern Time, on Tuesday, October 12, 2021, or at such later time as the Company
or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission.

Pursuant
to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to
each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form
of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters
that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Very
    truly yours,

    WallachBeth
    Capital, LLC

    By:
    /s/
    Douglas Bantum

    Name:
    Douglas
    Bantum

    Title:
    Senior
    Managing Director

    -1-

CORRESP
1
filename1.htm

BONE
BIOLOGICS CORPORATION.

2
Burlington Woods Drive, Suite 100

Burlington,
MA 01803

October
8,2021

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

 Re: Bone
                                            Biologics Corporation.

Registration
Statement on Form S-1 (Reg. No. 333-257484)

Ladies
and Gentlemen:

On
behalf of Bone Biologics Corporation, the undersigned hereby requests that the Securities and Exchange Commission issue an order declaring
the above-referenced Registration Statement effective at 4:00 P.M., Washington, D.C. time, on Tuesday, October 12, 2021 or as soon thereafter
as is practicable. Please call our counsel, David Ficksman, at 310-789-1290 to inform him of the effectiveness.

    Very
    truly yours,

    /s/
    Jeffrey Frelick

    Jeffrey
    Frelick

     Chief
    Executive Officer

United States securities and exchange commission logo
July 2, 2021
Jeffrey Frelick
Chief Executive Officer
Bone Biologics Corporation
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803
Re:Bone Biologics Corporation
Registration Statement on Form S-1
Filed June 28, 2021
File No. 333-257484
Dear Mr. Frelick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David L. Ficksman

Mail Stop 3030
October 4, 2017

Via E -mail
Stephen R. LaNeve
Chief Executive Officer
Bone Biologics Corporation
2 Burlington Woods Drive, Ste 100
Burlington, MA 01803

Re: Bone Biologics Corporation
  Post-Effective Amendment to Form S -1
Filed  September 8, 2017
  File No.  333-212892
  Post-Effective Amendment to Form S -1
Filed September 8, 2017
File No. 333 -200156

Dear Mr. LaNeve :

We have limited our review of your post-effective amendments  to those issues we have
addressed in our comment.  In  our comment, we may ask you to provide us with information so
we may better understand your disclosure.

Please respond to this letter by amending your registration statement a nd providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration stat ement and the information you
provide in response to these  comments, we may have  additional comments.

1. We note your prospectus cover discloses that shares of your common stock are quoted on
the OTC Pink and that the selling shareholders may sell the shar es in negotiated
transactions, at market prices prevailing at the time of sale or at negotiated prices.  Being
quoted on the OTC Pink does not satisfy the requirement that there be an established
public trading market in order for selling shareholders to o ffer their shares at other than a
fixed price.  Therefore, please revise your post -effective amendments to reflect the fixed
price at which the shares will be offered, or advise.

Stephen R. LaNeve
Bone Biologics Corporation
October 4 , 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Caleb French  at (202) 551 -6947  or Geoff Kruczek, Special Counsel,  at
(202) 551 -3641  with any questions.

Sincerely,

 /s/ Geoff Kruczek for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  David L. Ficksman, Esq.
 TroyGould PC

CORRESP
1
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    David
    L. Ficksman ● (310) 789-1290 ● dficksman@troygould.com
    File
    No. 03671-0001

    October
    12, 2017

VIA
FEDERAL EXPRESS AND EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Caleb French

    Re:
    Bone
        Biologics Corporation

        Post-Effective
        Amendment to Form S-1

        Filed
        September 8, 2017

        File
        No. 333-212892

        Post-Effective
        Amendment to Form S-1

        Filed
        September 8, 2017

        File
        No. 333-200156

Ladies
and Gentlemen:

By
letter dated October 4, 2017, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided Bone Biologics Corporation (the “Company”) with a comment on the Company’s Post-Effective Amendments
to Form S-1 described above.

This
letter contains the Company’s response to the Staff’s comment. The numbered response and the heading set forth below
correspond to the numbered comments and heading in the Staff’s letter dated October 11, 2017.

The
Company has revised the Registration Statements in response to the Staff’s comments and concurrently is filing post-effective
Amendments to the Registration Statements (the “Amended Registration Statements”). In addition to changes made
in response to the Staff’s comments, the Amended Registration Statements contain some updated information that appeared
in the Registration Statements, none of which is material in the Company’s view.

To
facilitate the Staff’s review of the Amended Registration Statements, we are providing supplementally with this letter a
blacklined copy of the Registration Statements marked to show changes from the applicable Registration Statement.

Securities
and Exchange Commission

October
12, 2017

Page
2

1.
We note your prospectus cover discloses that shares of your common stock are quoted on the OTC Pink and that the selling shareholders
may sell the shares in negotiated transactions, at market prices prevailing at the time of sale or at negotiated prices. Being
quoted on the OTC Pink does not satisfy the requirement that there be an established public trading market in order for selling
shareholders to offer their shares at other than a fixed price. Therefore, please revise your post-effective amendments to reflect
the fixed price at which the shares will be offered, or advise.

COMPANY’S
RESPONSE

The
Common Stock of the Company is currently trading on the OTCQB market. Accordingly, the Company believes that the disclosure in
the Registration Statements regarding the sales price of the shares is accurate. The Company has amended the Registration Statements
to indicate that the shares are trading on the QTCQB market rather than the QTC Pink.

The
Company is responsible for the adequacy and accuracy of the disclosure in the filing. The Company acknowledges that staff comments
or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to
the filing; and the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

*
* *

If
you have any questions regarding this response, please direct them to the undersigned at (310) 789-1290 or at dficksman@troygould.com.

    Very
    truly yours,

    /s/
    David L. Ficksman

    David
    L. Ficksman

DLF

    cc:
    Deina
    Walsh

    Stephen
    LeNeve

    Jeffrey
    Frelick

Mail Stop 3030
October 4, 2017

Via E -mail
Stephen R. LaNeve
Chief Executive Officer
Bone Biologics Corporation
2 Burlington Woods Drive, Ste 100
Burlington, MA 01803

Re: Bone Biologics Corporation
  Post-Effective Amendment to Form S -1
Filed  September 8, 2017
  File No.  333-212892
  Post-Effective Amendment to Form S -1
Filed September 8, 2017
File No. 333 -200156

Dear Mr. LaNeve :

We have limited our review of your post-effective amendments  to those issues we have
addressed in our comment.  In  our comment, we may ask you to provide us with information so
we may better understand your disclosure.

Please respond to this letter by amending your registration statement a nd providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration stat ement and the information you
provide in response to these  comments, we may have  additional comments.

1. We note your prospectus cover discloses that shares of your common stock are quoted on
the OTC Pink and that the selling shareholders may sell the shar es in negotiated
transactions, at market prices prevailing at the time of sale or at negotiated prices.  Being
quoted on the OTC Pink does not satisfy the requirement that there be an established
public trading market in order for selling shareholders to o ffer their shares at other than a
fixed price.  Therefore, please revise your post -effective amendments to reflect the fixed
price at which the shares will be offered, or advise.

Stephen R. LaNeve
Bone Biologics Corporation
October 4 , 2017
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Caleb French  at (202) 551 -6947  or Geoff Kruczek, Special Counsel,  at
(202) 551 -3641  with any questions.

Sincerely,

 /s/ Geoff Kruczek for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  David L. Ficksman, Esq.
 TroyGould PC

CORRESP
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BONE
BIOLOGICS CORPORATION

321 cOLUMBUS aVENUE

BOSTON, MASSACHUSETTS 02116

August
8, 2016

VIA
EDGAR

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

    Re:
    Bone
    Biologics Corporation; Registration Statement on Form S-1

    (Reg.
    No. 333-212892)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby requests acceleration of the effective
date of the above-referenced Registration Statement to 4:00 P.M., Washington, D.C. time, on Friday, August 12, 2016, or as soon
thereafter as is practicable. Please call David Ficksman at (310) 789-1290 to confirm the effectiveness.

In
making this request, Bone Biologics Corporation (the “Company”) acknowledges that:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, that act
    will not foreclose the Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective
    does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosures in the Registration
    Statement; and

    ●
    the
    Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of the United States.

The
Company also understands that this request for acceleration will be considered a confirmation of its awareness of its obligations
under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the
registered securities.

    Very
    truly yours,

    /s/
    DEINA WALSH

    Deina
    Walsh

    Chief
    Financial Officer

    cc:
    David
    L. Ficksman

    Stephen
    LaNeve

Mail Stop 3030

        August 8, 2016

Via E -mail
Stephen R. LaNeve
Chief Executive Officer
Bone Biologics Corporation
321 Col umbus Avenue
Boston, MA 02116

Re: Bone Biologics Corporation
Registration Statement on Form S-1
Filed August 4, 2016
 File No.  333-212892

Dear Mr. LaNeve :

This is to advise you that we have not reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement, please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Stephen R. LaNeve
Bone Biologics Corporation
August 8, 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please contact Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda Ravitz
Assistant Director
        Office of Electronics and Machinery

cc:    David L. Ficksman, Esq.

CORRESP
1
filename1.htm

Bone Biologics, Corp.

175 May Street, Suite 400

Edison, NJ 08837

June 8, 2015

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attention:     Mara Ransom, Assistant Director

    Re:
    Bone Biologics, Corp.

    Registration Statement on Form S-1

    File No. 333-200156

Ladies and Gentlemen:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, Bone Biologics, Corp. (the “Company”) hereby requests
that the effective date for the Registration Statement referred to above, as amended, and all exhibits thereto, be accelerated
so that it will be declared effective at 4:30 p.m. Eastern Standard Time on June 11, 2014, or as soon thereafter as is practicable.

In connection with the foregoing request for
acceleration of effectiveness, the Company acknowledges that:

 ● should the Securities and Exchange Commission (the “Commission”)
or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing;

  ● the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

  ● the Company may not assert Staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions concerning this request,
please do not hesitate to contact the undersigned at (585) 775-7014, or our counsel, William N. Haddad, at (212) 549-0379.

    Very truly yours,

    /s/ Deina Walsh

    Chief Financial Officer

cc: William N. Haddad, Esq. (Reed Smith LLP)

CORRESP
1
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Reed
Smith LLP

599 Lexington Avenue

New York, NY 10022-7650

+1 212 521 5400

Fax +1 212 521 5450

reedsmith.com

May 27,
2015

VIA EDGAR

Securities
and Exchange Commission

Division
of Corporate Finance

100 F Street,
N.E.

Washington,
D.C. 20549

Attn: Mara
L. Ransom, Assistant Director

 Re: Bone
                                         Biologics, Corp.

  Registration
                                         Statement on Form S-1

  File
                                         No. 333-200156

Dear Ms.
Ransom:

On
behalf of our client, Bone Biologics, Corp., a Delaware corporation (the “Company”), we hereby provide responses
to comments (the “Comments”) of the staff of the U.S. Securities and Exchange Commission (the “Staff”)
issued in a letter dated May 11, 2015 (the “Staff’s Letter”) regarding the Company’s above-referenced
Registration Statement on Form S-1, as filed with the U.S. Securities and Exchange Commission (the “Commission”)
on November 12, 2014, as amended by Amendment No. 1 as filed with the Commission on April 30, 2015 (as amended, the “Registration
Statement”). Following this submission, we will file on the EDGAR system a complete copy of Amendment No. 2 to the Registration
Statement (“Amendment No. 2”) reflecting the responses of the Company below.

In
order to facilitate your review, the Comments in the Staff’s Letter were set forth below in bold font, and our response
follows such Comments. In our response, page number references are to the Registration Statement. Terms used but not defined herein
have the respective meanings assigned thereto in the Registration Statement.

Selling
Stockholders, page 44

1. Please
revise the selling stockholder table to include the correct number of shares and percentage of your outstanding shares that will
be beneficially held by each selling stockholder following this offering. Please also clarify which shares of common stock being
registered are underlying warrants, and, for each applicable selling stockholder, please clearly disclose the natural person or
persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares to be offered by such stockholder.

Response
to Comment No. 1

  The Company acknowledges the Staff’s comment and in response the Company will update the selling stockholder table in Amendment No. 2 to include the correct number of shares and percentage of the Company’s outstanding shares that will be beneficially held by each selling stockholder following this offering. The Company will also in Amendment No. 2 specify the shares of common stock being registered that are underlying warrants, and specify for each applicable selling stockholder, the natural person or persons who exercise the sole or shared voting and/or dispositive powers with respect to the shares to be offered by such stockholder.

The
company has authorized me to acknowledge on its behalf that:

    ●
    the
    Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    should
    the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
    Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of the United States.

Should
you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0379.

    Sincerely,

    /s/ William N. Haddad

    William
    N. Haddad

May 11, 2015

Michael Schuler
Chief Executive Officer
Bone Biologics, Corp.
175 May Street, Suite 400
Edison, NJ 08837

Re: Bone Biologics, Corp.
Amendment No. 1 to Re gistration Statement on Form S -1
Filed April 30, 2015
  File No. 333 -200156

Dear Mr. Shuler :

We have reviewed your amended registration statement  and have the following comment .
In our comment , we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our January 21, 2015  letter .

Selling Stockholders, page 44

1. Please revise the selling stockholder table to include the correct number of shares and
percentag e of your outstanding shares that will be beneficially held by each selling
stockholder following this offering.  Please also clarify which shares of common stock
being registered are underlying warrants, and, for each applicable selling stockholder,
pleas e clearly disclose the natural person or persons who exercise the sole or shared
voting and/or dispositive powers with respect to the shares to be offered by such
stockholder.

Michael Shuler
Bone Biologics, Corp.
May 11, 2015
Page 2

 Please contact Jennifer López, Staff Attorney, at (202) 551 -3792, Liz Walsh , Staff
Attorney, at (202) 551 -3696 or met at (202) 551 -3720 with any other questions.

Sincerely,

 /s/ Elizabeth C. Walsh for

Mara L. Ransom
Assistant Director

CORRESP
1
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Reed
Smith LLP

599
Lexington Avenue

New
York, NY 10022-7650

+1
212 521 5400

Fax
+1 212 521 5450

reedsmith.com

April 30,
2015

VIA EDGAR

Securities
and Exchange Commission

Division
of Corporate Finance

100 F Street,
N.E.

Washington,
D.C. 20549

Attn: Mara
L. Ransom, Assistant Director

 Re: Bone
                                         Biologics, Corp.

  Registration
                                         Statement on Form S-1

  File
                                         No. 333-200156

Dear Ms.
Ransom:

On
behalf of our client, Bone Biologics, Corp., a Delaware corporation (the “Company”), we hereby provide responses
to comments (the “Comments) of the staff of the U.S. Securities and Exchange Commission (the “Staff”)
issued in a letter dated January 21, 2015 (the “Staff’s Letter”) regarding the Company’s above-referenced
Registration Statement on Form S-1 (the “Registration Statement”), as filed with the U.S. Securities and Exchange
Commission (the “Commission”) on November 12, 2014 and the Company’s response dated January 6, 2015,
in response to the Staff’s comments issued in a letter dated December 9, 2014. Following this submission, we will file on
the EDGAR system a complete copy of Amendment No. 1 to the Registration Statement reflecting the responses of the Company below.

In
order to facilitate your review, the Comments in the Staff’s Letter were set forth below in bold font, and our response
follows such Comments. In our response, page number references are to the Registration Statement. Terms used but not defined herein
have the respective meanings assigned thereto in the Registration Statement.

General

    1.
    We
    note your response to comment 1 in our letter dated December 9, 2014. Given the nature and the size of the transaction being
    registered for resale on behalf of Hankey Capital LLC, we continue to be concerned that this transaction is an indirect primary
    offering of your securities to the public. Please revise the registration statement to name Hankey Capital LLC as an underwriter.
    Alternatively, please provide us with additional analysis as to why you believe that the transaction is appropriately characterized
    as a transaction that is eligible to be made under the Securities Act Rule 415(a)(1)(i). In doing so, please be sure to give
    due consideration to the following points:

    ●
    There
    is currently no liquid trading market for your securities;

    ●
    Hankey
    Capital LLC, as you acknowledge in your response letter, received the shares being offered less than three months ago; and

    ●
    Hankey
    Capital LLC is offering 10,284,811 of the 15,213,818 shares covered by the registration statement.

Response
to Comment No. 1

  The
                                         Company acknowledges the Staff’s comment and in response the Company will reduce
                                         the shares registered on behalf of Hankey Capital LLC from 10,284,811 to 3,164,557. The
                                         3,164,557 shares to be registered on behalf of Hankey Capital LLC were issued
                                         pursuant to the Hankey Capital LLC convertible note investment. As a result,
                                         the number of shares being registered for resale pursuant to the Registration Statement
                                         will be reduced to 8,063,313. The Company currently has 24,269,047 shares issued and
                                         outstanding and a total of 34,951,839 shares outstanding on a fully diluted basis. The
                                         Company respectfully submits that the proposed offering of shares of the Company’s
                                         common stock by Hankey Capital LLC as contemplated by the Registration Statement is properly
                                         regarded as a secondary offering.

 The company has authorized
me to acknowledge on its behalf that:

     ●
     should the Commission
    or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
    taking any action with respect to the filing;

     ●
     the action of
    the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
    Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

     ●
     the Company may
    not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

Should
you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0379.

    Sincerely,

    /s/ William
N. Haddad

    William
    N. Haddad

    - 2 -

January 21, 2015

Via E -mail
Michael Schuler
Chief Executive Officer
Bone Biologics, Corp.
175 May Street, Suite 400
Edison, NJ 08837

Re: Bone Biologics, Corp.
  Registration Statement on Form S-1
Response dated January 6, 2015
  File No.  333-200156

Dear Mr. Schuler :

We have limited our review of your registration statement to those issues w e have
addressed in our comment.  In our comment , we may ask you to provide us with information so
we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comment applies  to yo ur facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  addition al comments.

General

1. We note your response to comment 1 in our letter dated December 9, 2014.   Given the
nature and the size of the transaction being registered for resale on behalf of Hankey
Capital LLC, we continue to be concerned  that this transaction is an indirect primary
offering of your securities to the public.  Please  revise the registration statement to name
Hankey Capital LLC as an underwriter.  Alternatively, please provide us with additional
analysis as to why you believe that the transaction is appropriately characterized as a
transaction that is eligible to be made under the Securities Act Rule 415(a)(1)(i).   In
doing so, please be sure to give due consideration to the following points:

 There is currently no liquid tradin g market for your securities;

 Hankey Capita l LLC, as you acknowledge in your response letter, re ceived the shares
being offered  less than three months ago; and

Michael Schuler
Bone Biologics, Corp.
January 21, 2015
Page 2

 Hankey Capital LLC is offering 10,284,811 of the 15,213,818 shares covered by the
registratio n statement.

Please  contact Jennifer López, Staff Attorney,  at (202) 551 -3792 , Liz Walsh, Staff
Attorney, at (202) 551 -3696 or me at (202) 551 -3720  with any other questions.

Sincerely,

 /s/ Elizabeth C. Walsh for

Mara L. Ransom
Assistant Director

cc: William N. Haddad
     Reed Smith, LLP

CORRESP
1
filename1.htm

Reed
Smith LLP

599
Lexington Avenue

New
York, NY 10022-7650

+1
212 521 5400

Fax
+1 212 521 5450

reedsmith.com

January
6, 2014

VIA EDGAR

Securities
and Exchange Commission

Division
of Corporate Finance

100 F Street,
N.E.

Washington,
D.C. 20549

Attn: Mara
L. Ransom, Assistant Director

    Re:
    Bone
    Biologics, Corp.

    Registration
    Statement on Form S-1

    Filed
    November 12, 2014

    File
    No. 333-200156

Dear Ms.
Ransom:

On
behalf of our client, Bone Biologics, Corp., a Delaware corporation (the “Company”), we hereby provide responses
to comments (the “Comments”) of the staff of the U.S. Securities and Exchange Commission (the “Staff”)
issued in a letter dated December 9, 2014 (the “Staff’s Letter”) regarding the Company’s
above-referenced Registration Statement on Form S-1 (the “Registration Statement”), as filed with the U.S.
Securities and Exchange Commission (the “Commission”) on November 12, 2014. Following this submission, we will
file on the EDGAR system a complete copy of Amendment No. 1 to the Registration Statement (the “Amended Registration
Statement”) reflecting the responses of the Company below.

In
order to facilitate your review, we have responded, on behalf of the Company, to each of the Comments set forth in the Staff’s
Letter, on a point by point basis. The Comments are set forth below in bold font and our response follows each respective Comment.
In our response, page number references are to the Registration Statement. Terms used but not defined herein have the respective
meanings assigned thereto in the Registration Statement.

General

 1. Given
                                         the nature of the offering, the size of the offering relative to the number of shares
                                         outstanding held by non-affiliates, and the identity and nature of the selling shareholders,
                                         it appears that these securities may be being offered by or on behalf of the registrant.
                                         If so, the offering is not eligible to be conducted on a continuous or delayed basis
                                         pursuant to Rule 415(a)(1)(i) of Regulation C. Please provide us with your detailed analysis
                                         of why this offering is not by or on behalf of the registrant, which analysis should
                                         address all of the factors set forth in Securities Act Rules Compliance and Disclosure
                                         Interpretation 612.09. Alternatively, please revise the registration statement to name
                                         the selling stockholders as underwriters, disclose that such selling stockholders must
                                         resell their shares at a fixed price throughout the offering, even after you become quoted
                                         or listed, and make conforming changes to your prospectus accordingly, including your
                                         cover page, summary and plan of distribution sections.

Response
to Comment No. 1

  The
                                         Company acknowledges the Staff’s comment and in response the Company will
                                         reduce the shares registered on behalf of each selling security holder, other than Hankey
                                         Capital LLC, by 80%. As a result, the number of shares registered for resale pursuant
                                         to the Registration Statement will be reduced from 34,951,839 to 4,933,407 shares registered
                                         on behalf of the selling security holders other than the 10,284,811 shares underlying
                                         warrants and a promissory note included for registration on behalf of Hankey Capital
                                         LLC. The Company currently has 24,269,047 shares of common stock outstanding and
                                         a total of 34,951,839 shares outstanding on a fully diluted basis. The shares
                                         registered on behalf of Hankey Capital LLC consists of (i) 6,329,114 shares of common
                                         stock underlying a convertible note issued to Hankey Capital in connection with a $5,000,000
                                         convertible note investment made by Hankey Capital LLC and (ii) 3,955,697 underlying
                                         warrants issued to Hankey Capital LLC in connection with such $5,000,000 convertible
                                         note investment.

 The
Company respectfully submits that the proposed offering of shares of the Company’s common stock by Hankey Capital
LLC as contemplated by the Registration Statement is properly regarded as a secondary offering.

In
an effort to assist registrants in determining whether an offering by selling stockholders may be characterized as a secondary
offering that is eligible to be made on a shelf basis under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities
Act Compliance and Disclosure Interpretations (“C&DI 612.09”). C&DI 612.09 provides that “[t]he question
of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question
of who receives proceeds” and that consideration be given to the following factors:

    ●
    how
    long the selling stockholders have held the shares;

    ●
    the
    circumstances under which the selling stockholders have received the shares;

    ●
    the
    relationship of the selling stockholders to the issuer;

    ●
    the
    number of shares being sold;

    ●
    whether
    the selling stockholders are in the business of underwriting securities; and

    ●
    whether
    under all the circumstances it appears that the seller is acting as a conduit for the issuer.

For
the reasons set forth below, the Company respectfully submits that the registration and offering from time to time (the “Offering”)
of the shares described above - 4,933,407 shares for the selling stockholders other than Hankey Capital LLC and up to 10,284,811
shares (the “Shares”) of common stock of the Company on behalf of Hankey Capital LLC is not, and should not be considered,
a primary offering of the Shares to the public and that neither Hankey Captial LLC nor any other selling security holders is not,
and should not be considered to be, acting as an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933,
as amended (the “Securities Act”). We respectfully submit that the Offering as proposed above with the reduction of
the shares to be registered by all selling security holders, other than Hankey Capital LLC, by 80% should be considered
a secondary offering under Rule 415(a)(1)(i) of the Securities Act and that no additional disclosure be required.

    - 2 -

How
Long the Selling stockholders have Held the Shares

Pursuant
to Hankey Capital LLC’s $5,000,000 investment in the Company’s convertible promissory note, Hankey Capital
made specific representations to the Company that it was acquiring the securities, for its own account and not with a view towards,
or for resale in connection with, the public sale or distribution thereof. There is no evidence to suggest that those representations
are false. The fact that the Shares are now being registered for resale is not evidence that the Selling Stockholders desire to
effect an immediate distribution. In fact, Hankey Capital LLC has also not converted the promissory note and we are only registering
shares underlying the note purchased by Hankey Capital and a warrant issued to Hankey Capital in connection with its investment.

Hankey
Capital has borne for approximately 10 weeks, and continues to bear, the full economic and market risk of its investment
in the Company for the period prior to the date that the Registration Statement is ultimately declared effective and the shares
sold thereunder (or under any applicable exemption from registration). Hankey Capital LLC has already purchased and fully paid
for or otherwise given valuable consideration for the shares of common stock being registered for resale on its behalf. As a result,
Hankey Capital LLC has been subject to not only market risk, but also the risk that the registration statement would not be declared
effective promptly or for a significant period of time. In addition, due to the need to file an amended registration statement
following receipt of a response from the SEC to this letter, the Registration Statement is not likely to be declared effective
for approximately an additional month from the date hereof. The Company believes the purchase of the convertible promissory note
by Hankey Capital LLC, which is convertible into the shares being registered for resale, is inconsistent with the notion that
it is acquiring such securities with a view towards, or for resale in connection with, the public sale or distribution thereof,
but rather consistent with a further long-term investment in the Company. Each of the other selling shareholders has already held
their shares for a period of at least 4 months.

The
Circumstances under Which the Selling Stockholders Received Their Shares

Hankey
Capital LLC, and each of the other selling stockholders, acquired securities in separate private placement transactions
over the last several years pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and/or Rule
506 of Regulation D promulgated under the Securities Act and, as noted above, have been at market risk for the Shares since their
acquisition of common stock or the securities convertible into the shares of common stock being registered on their behalf at
least as long ago as October 24, 2014. As noted above, Hankey Capital LLC and each of the other selling stockholders has
made specific representations to the Company that such Selling Stockholder is acquiring the common stock or the securities convertible
into the shares of common stock registered on their behalf in the ordinary course of business for their own account and not with
a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered
under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities
laws, and neither Hankey Capital nor any other selling stockholder has a present arrangement to effect any distribution of the
securities purchased from the Company which are convertible into the shares registered on their behalf to or through any person
or entity. The Company is not aware of any evidence that would indicate that these specific representations were false or of any
evidence that Hankey Capital LLC or any other selling stockholder has any plan to act in concert to effect a distribution of its
securities or the underlying shares. Furthermore, the Company is not aware of any evidence that a distribution would occur if
the Registration Statement is declared effective. Under the Commission’s rules, a “distribution” requires
special selling efforts. Rule 100(b) of Regulation M defines a “distribution” as “an offering of securities,
whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the
magnitude of the offering and the presence of special selling efforts and selling methods.” There is nothing to suggest
that any special selling efforts or selling methods by or on behalf of the Hankey Capital LLC or any other selling stockholder
has or would take place if the Registration Statement is declared effective. The Company also is not aware of any facts to suggest
that Hankey Capital LLC or any other selling stockholder has taken any actions to condition or prime the market for the
potential resale of the shares registered on it behalf. To do so would result in a breach of the respective representations made
by Hankey Capital and the other selling stockholders to the Company.

    - 3 -

Neither
Hankey Capital LLC nor any of the Selling Stockholders is acting on the Company’s behalf with respect to the Shares
being registered for resale under the Registration Statement, and the Company has no contractual relationship with Hankey Capital
LLC or any of the Selling Stockholders that would control the timing, nature and amount of resales of the Shares or whether such
Shares are even resold at all under the Registration Statement. In addition, as set forth in the Registration Statement, the Company
will not receive any proceeds from the sale of Shares under the Registration Statement. Instead Hankey Capital and all other Selling
Stockholders will receive all proceeds received from resale of the Shares.

The Selling
Stockholders’ Relationship to the Company.

The
Company does not have an underwriting relationship with any of the selling stockholders, including Hankey Capital LLC. Each selling
stockholder, including Hankey Capital LLC, acquired the Shares or the securities convertible into the Shares in a negotiated transaction
for the fair market value on the date of issuance and represented to the Company that it was acquiring such shares for its own
account and not with a view towards distribution, and that it did not have any agreement or understanding, directly or indirectly,
with any person to distribute the Shares.

None
of the selling stockholders, including Hankey Capital LLC, had a prior relationship with the Company before the consummation
of each selling stockholders initial investment in the securities of the Company which are now Shares of common stock or convertible
into the Shares. Hankey Capital LLC does not have the right to nominate designees to the Company’s Board of Directors.
The Company will not receive any proceeds from any subsequent sale of the Shares being registered.

The
Amount of Shares Involved

The
Company acknowledges the large amount of shares of common stock involved; however, the Company has reduced the number of shares
registered pursuant to this registration statement by 80%, other than the shares underlying warrants and a promissory note being
registered on behalf of Hankey Capital LLC, and does not believe that the amount of shares being registered alone warrants re-characterizing
a valid secondary offering as a primary offering. Pursuant to C&DI 612.09, the amount of shares being offered is only one
of several factors to be considered in evaluating whether, under all the circumstances, a purported secondary offering is instead
an indirect primary offering. Furthermore, the Staff’s own interpretations support the Company’s position.
For example, Securities Act Compliance and Disclosure Interpretation 612.12 (“C&DI 612.12”) describes a scenario
in which a holder of more than 70% of the outstanding stock is able to effect a valid secondary offering. The interpretation states,
in relevant part:

“A
controlling person of an issuer owns a 73% block. That person will sell the block in a registered “at-the-market”
equity offering. Rule 415(a)(4) applies only to offerings by or on behalf of the registrant. A secondary offering by a control
person that is not deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

Additionally,
Securities Act Compliance and Disclosure Interpretation 216.14 (“C&DI 216.14”), regarding the use of Form S-3
to effect a secondary offering, also provides:

“Secondary
sales by affiliates may be made under General Instruction I.B.3 to Form S-3, even in cases where the affiliate owns more than
50% of the issuer’s securities, unless the facts and circumstances indicate that the affiliate is acting as an underwriter
by or on

December 9, 2014

Via E -mail
Michael Schuler
Chief Executive Officer
Bone Biologics, Corp.
175 May Street, Suite 400
Edison, NJ 08837

Re: Bone Biologics, Corp.
  Registration Statement on Form S-1
Filed  November 12, 2014
  File No.  333-200156

Dear Mr. Schuler :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. Given the nature of the offering, the size of the offering relative to the number of shares
outstanding held by non -affiliates , and the identity and nature of the selling shareholders ,
it appears that these se curities may be being offered by or on behalf of the registrant. If
so, the offering is not eligible to be conducted on a continuous or delayed basis pursuant
to Rule 415(a)(1)(i) of Regulation C. Please provide us with your detailed analysis of
why this o ffering is not by or on behalf of the registrant, which analysis should address
all of the factors set forth in Securities Act Rules Compliance and Disclosure
Interpretation 612.09. Alternatively, please revise the registration statement to name the
sellin g stockholders as underwriters, disclose that such selling stockholders must resell
their shares at a fixed price throughout the offering, even after you become quoted or
listed, and make conforming changes to your prospectus accordingly, including your
cover page, summary and plan of distribution sections.

Michael Schuler
Bone Biologics, Corp.
December 9, 2014
Page 2

 2. Please update your combined financial statements to include unaudited interim financial
statements as required by Rule 8 -08 of Regulation S -X and update the related information
in your filing, such as your Results of Operations,  accordingly.

Management ’s Discussion and Analysis and Results of Operations, pag e 23

Liquidity and Capital Resources, page 26

3. Here and elsewhere throughout your registration statement, as applicable, please disclose
the convertible promissory note you issued in favor of  MTF on September 19, 2014,
including the interest rate, conversion terms, and any other material terms and conditions
of such convertible promissory note .

Selling Stockholders, page 44

4. With respect to the shares to be offered for resale by each selling security holder that is a
legal entity, including but not limited to Katayama Chemical Industry Co, LTD,
Shellwater & Company , HEWM/VLG Investment LLC, ForeFront Capital, Aragen
Bioscience , Alquest, Inc., and The Gilson Group, please disclose the natural person or
persons who exercise the sole or shared voting and/or dispositive powers with respect to
the shares to be offered by that shareholder.

Exhibit 5.1

5. All exhibits are subject to o ur review. Accordingly, please file the legal opinion in your
next amendment, or as soon as possible. Please note that we may hav e comments on the
legal opinion, once filed. Understand that we will need adequate time to review the legal
opinion before acce lerating effectiveness.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require .  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accel eration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does n ot foreclose the Commission from taking any action with respect
to the filing;

Michael Schuler
Bone Biologics, Corp.
December 9, 2014
Page 3

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility  for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please all ow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please  contact Jennifer López, Staff Attorney,  at (202) 551 -3792 , Liz Walsh, Staff
Attorney, at (202) 551 -3696 or me at (202) 5 51-3720  with any other questions.

Sincerely,

 /s/ Elizabeth C. Walsh  for

Mara L. Ransom
Assistant Director

cc: William N. Haddad
     Reed Smith, LLP