FibroBiologics Announces $1.7 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

FibroBiologics (Nasdaq: FBLG) announced a registered direct offering of 5,227,275 shares at $0.33 per share and a concurrent private placement of unregistered warrants exercisable into up to 5,227,275 shares at $0.33.

Rhea-AI Summary

FibroBiologics (Nasdaq: FBLG) announced a registered direct offering of 5,227,275 shares at $0.33 per share and a concurrent private placement of unregistered warrants exercisable into up to 5,227,275 shares at $0.33. Gross proceeds from the registered offering are expected to be approximately $1.7 million, before fees and expenses, with potential additional proceeds of ~$1.7 million if warrants are fully exercised on a cash basis. Closing is expected on or about December 16, 2025, subject to customary conditions and stockholder approval for warrant exercise shares. H.C. Wainwright is sole placement agent. Proceeds are intended for working capital and general corporate purposes. The registered shares are offered under an effective Form S-3 registration statement.

Positive

• Registered offering expected to raise $1.7M gross
• Concurrent warrants could provide additional $1.7M if exercised
• Offering uses an effective Form S-3 shelf registration

Negative

• Issuance of 5,227,275 shares will cause immediate share dilution
• Warrant exercise requires stockholder approval, creating execution risk
• Net proceeds are modest relative to clinical-stage biotech funding needs

Argus Dec 15 session

-33.06% close to close Open Argus

Details

News Market Reaction – FBLG

On Dec 15, the day this news came out, FBLG closed 33.06% below the previous close.

Data tracked by StockTitan Argus for the Dec 15 session.

Key Figures

Registered shares: 5,227,275 shares Offering price: $0.33 per share Unregistered warrants: 5,227,275 warrants +5 more

Registered shares

5,227,275 shares

Common stock in registered direct offering priced at-the-market

Offering price

$0.33 per share

Price for common stock in registered direct offering

Unregistered warrants

5,227,275 warrants

Concurrent private placement, one warrant per share

Warrant exercise price

$0.33 per share

Exercise price for unregistered warrants

Gross proceeds

$1.7 million

Expected aggregate gross proceeds from registered direct offering

Potential warrant proceeds

$1.7 million

If all unregistered warrants are fully exercised for cash

Warrant term

5 years

Expiration after Stockholder Approval date

Expected closing date

December 16, 2025

Target closing date for the registered direct offering

Historical Context

5 past events · Latest: Dec 10

5 events

1. Dec 10

   Patent application

   24h Move

   +12.8%

   New fibroblast-based chondrocyte spheroid IP supporting orthopedic pipeline.

2. Nov 26

   Debt payoff

   24h Move

   +1.5%

   Repayment of Yorkville notes under SEPA and balance-sheet improvement.

3. Nov 25

   Financing closed

   24h Move

   +3.1%

   Closing of $1.5M registered direct offering with concurrent warrants.

4. Nov 24

   Financing announced

   24h Move

   -23.5%

   Announcement of $1.5M registered direct offering and private placement.

5. Nov 20

   Trial approval

   24h Move

   -5.8%

   HREC approval in Australia for Phase 1/2 CYWC628 trial in DFU.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, warrants, exercise price, private placement, +4 more

8 terms

registered direct offering financial

"shares of its common stock at an offering price of $0.33 per share of common stock in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

warrants financial

"the Company will issue unregistered warrants to purchase up to an aggregate of 5,227,275 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

exercise price financial

"unregistered warrants to purchase up to an aggregate of 5,227,275 shares of common stock at an exercise price of $0.33 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

private placement financial

"Additionally, in a concurrent private placement, the Company will issue unregistered warrants"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

shelf registration statement regulatory

"being offered pursuant to a “shelf” registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"pursuant to a “shelf” registration statement on Form S-3 (File No. 333-284663)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

section 4(a)(2) regulatory

"offered in a private placement under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

regulation d regulatory

"and/or Regulation D promulgated thereunder, have not been registered under the Act"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

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HOUSTON, Dec. 15, 2025 (GLOBE NEWSWIRE) -- FibroBiologics, Inc. (Nasdaq: FBLG) (“FibroBiologics” or the “Company”), a clinical-stage biotechnology company with 270+ patents issued and pending with a focus on the development of therapeutics and potential cures for chronic diseases using fibroblasts and fibroblast-derived materials, today announced it has entered into definitive agreements for the issuance and sale of an aggregate of 5,227,275 shares of its common stock at an offering price of $0.33 per share of common stock in a registered direct offering priced at-the-market under Nasdaq rules. Additionally, in a concurrent private placement, the Company will issue unregistered warrants to purchase up to an aggregate of 5,227,275 shares of common stock at an exercise price of $0.33 per share. The unregistered warrants will be exercisable beginning on the effective date of, and subject to, approval by the Company's stockholders of the issuance of the shares of common stock upon exercise of the unregistered warrants (the “Stockholder Approval”) and will expire five years following the date of the Stockholder Approval. The closing of the offering is expected to occur on or about December 16, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $1.7 million, before deducting placement agent’s fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the unregistered warrants, if fully exercised on a cash basis, will be approximately $1.7 million. No assurance can be given that the Stockholder Approval will be achieved or that any of the unregistered warrants will be exercised. FibroBiologics intends to use the net proceeds from the offering for working capital and general corporate purposes.

The shares of common stock offered in the registered direct offering (but not the unregistered warrants issued in the concurrent private placement and the shares issuable upon exercise of such unregistered warrants) described above are being offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-284663) initially filed with the Securities and Exchange Commission (the “SEC”) on February 3, 2025 and which became effective on February 10, 2025. The offering of the shares of common stock in the registered direct offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The unregistered warrants to be issued in the concurrent private placement and the shares issuable upon exercise of such warrants are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and/or Regulation D promulgated thereunder, have not been registered under the Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

Forward-Looking Statements

This communication contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the satisfaction of customary closing conditions with respect to the registered direct offering and concurrent private placement, the use of proceeds from the registered direct offering and concurrent private placement, the receipt of Stockholder Approval, the exercise of the unregistered warrants and the receipt of proceeds therefrom. These forward-looking statements are based on FibroBiologics' management's current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside FibroBiologics' management's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including those set forth under the caption "Risk Factors" and elsewhere in FibroBiologics' annual, quarterly and current reports (i.e., Form 10-K, Form 10-Q and Form 8-K) as filed or furnished with the SEC and any subsequent public filings. Copies are available on the SEC's website, www.sec.gov. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and FibroBiologics assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. FibroBiologics gives no assurance that it will achieve its expectations.

About FibroBiologics

Based in Houston, FibroBiologics is a clinical-stage biotechnology company developing a pipeline of treatments and seeking potential cures for chronic diseases using fibroblast cells and fibroblast-derived materials. FibroBiologics holds 270+ US and internationally issued patents/patents pending across various clinical pathways, including wound healing, multiple sclerosis, disc degeneration, psoriasis, orthopedics, human longevity, and cancer. FibroBiologics represents the next generation of medical advancement in cell therapy and tissue regeneration. For more information, visit www.FibroBiologics.com.

General Inquiries:
info@fibrobiologics.com

Investor Relations:
Nic Johnson
Russo Partners
(212) 845-4242
fibrobiologicsIR@russopr.com

Media Contact:
Liz Phillips
Russo Partners
(347) 956-7697
Elizabeth.phillips@russopartnersllc.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares is FibroBiologics (FBLG) selling in the December 2025 registered direct offering?

FibroBiologics is selling 5,227,275 shares of common stock in the registered direct offering.

What price per share did FibroBiologics (FBLG) set for the registered direct offering?

The offering price is $0.33 per share for the registered direct offering.

How much gross proceeds will FibroBiologics (FBLG) receive from the registered offering?

The aggregate gross proceeds are expected to be approximately $1.7 million, before placement agent fees and expenses.

What are the terms of the unregistered warrants issued by FibroBiologics (FBLG)?

Unregistered warrants cover up to 5,227,275 shares at an exercise price of $0.33, expiring five years after stockholder approval.

When will the FibroBiologics (FBLG) offering close and what conditions apply?

The closing is expected on or about December 16, 2025, subject to customary closing conditions and required approvals.

How does the warrant structure affect shareholders of FibroBiologics (FBLG)?

If warrants are exercised, shareholders could face additional dilution; exercise proceeds would provide incremental cash to the company.