FibroBiologics Announces Closing of $0.5 Million Private Placement with Chief Scientific Officer

FibroBiologics raises $0.5 million in insider-led financing, pairing new shares with five-year warrants issued under a private placement exemption.

Rhea-AI Summary

FibroBiologics (FBLG) closed a $0.5 million private placement on September 15, 2026, with its Chief Scientific Officer, Hamid Khoja, Ph.D. The transaction covered 298,508 shares of common stock and accompanying warrants to purchase up to 298,508 additional shares, sold at a combined price of $1.675 per share-plus-warrant unit, calculated from a $1.55 share price and $0.125 per warrant. The warrants are immediately exercisable at $1.55 per share and expire five years from issuance. Gross proceeds are intended for general corporate purposes and working capital. The unregistered securities were issued under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

Positive

• Gross proceeds of approximately $0.5 million from insider private placement
• Insider participation: CSO purchased 298,508 shares plus warrants for 298,508 shares
• Combined unit pricing of $1.675 set at-the-market under Nasdaq rules
• Warrants immediately exercisable at $1.55 per share for five years, providing potential future capital

Negative

• Issuance of 298,508 new shares plus warrants for up to 298,508 shares adds current and potential dilution

News Explained

The closing issued 298,508 shares and leaves up to 298,508 more potentially dilutive through immediately exercisable warrants.

The September 15, 2026 transaction is closed: FibroBiologics issued 298,508 common shares and created a right to acquire up to 298,508 more, which can reduce existing holders’ percentage ownership if the total share count rises.

The private-placement structure means securities were sold to a selected investor outside a public offering; because they are unregistered, U.S. resale requires an effective registration statement or an applicable exemption.

At June 30, 2026, the $0.5 million gross proceeds equal 13.8 days of the last reported quarter’s operating cash outflow, while $3.515 million of cash and equivalents equal 97.2 days at that rate.

Sources and calculations

• FibroBiologics private-placement closing release (2026-09-17)
• Dilution definition (2026-07-17)
• Private placement definition (2026-07-17)
• FibroBiologics second-quarter fundamentals (2026-06-30)

• Offering gross against the last reported quarterly operating outflow, in days at that rate $500,000 / ($3,291,000 / 91) = 13.8 days
• Available liquidity against the last reported quarterly operating outflow, in days at that rate $3,515,000 / ($3,291,000 / 91) = 97.2 days

Market Context

On Jun 29, 2026, a comparable private placement produced a 19.22% 24-hour reaction; that precedent i...

Analysis

On Jun 29, 2026, a comparable private placement produced a 19.22% 24-hour reaction; that precedent involved the same transaction type, while this release disclosed a new insider placement with warrants.

Key Figures

Shares issued: 298,508 shares Warrant shares: 298,508 shares Combined purchase price: $1.675 +3 more

Shares issued

298,508 shares

Private placement closing

Warrant shares

298,508 shares

Accompanying warrants

Combined purchase price

$1.675

Each share and accompanying warrant

Warrant exercise price

$1.55 per share

Immediately exercisable warrants

Warrant term

Five years

From the date of issuance

Gross proceeds

$0.5 million

Before offering expenses

Previous Private placement Reports

2 past events · Latest: Jun 29

Same Type 2 events

1. Jun 29

   Private placement

   24h Move

   +19.2%

   Private placement closed with approximately $3.0 million in gross proceeds

2. Jun 26

   Private placement

   24h Move

   +12.7%

   Private placement announced with $3.0 million upfront proceeds and warrant capacity

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

Key Terms

private placement, at-the-market, warrants, rule 506(b), +1 more

5 terms

private placement financial

"today announced the closing of a private placement"

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.

at-the-market financial

"priced at-the-market under Nasdaq rules"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

warrants financial

"accompanying warrants to purchase up to 298,508 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

rule 506(b) regulatory

"and Rule 506(b) of Regulation D promulgated thereunder"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

section 4(a)(2) regulatory

"exemption provided in Section 4(a)(2) of the Securities Act"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HOUSTON, Sept. 17, 2026 /PRNewswire/ -- 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 the closing of a private placement on September 15, 2026, with Hamid Khoja, Ph.D., Chief Scientific Officer of FibroBiologics, for the purchase of 298,508 shares of common stock and accompanying warrants to purchase up to 298,508 shares of common stock, priced at-the-market under Nasdaq rules.

Each share of common stock and accompanying warrant was sold at a combined purchase price of $1.675. This price equaled the consolidated closing bid price of the Company's common stock on The Nasdaq Capital Market on September 14, 2026, of $1.55 per share, plus $0.125 per warrant. The warrants have an exercise price of $1.55 per share, are immediately exercisable, and expire five years from the date of issuance.

FibroBiologics received gross proceeds of approximately $0.5 million, before deducting offering expenses. The Company intends to use the net proceeds for general corporate purposes and working capital.

"Dr. Khoja is the scientific architect of our platform, and his decision to increase his investment as a shareholder speaks for itself," said Pete O'Heeron, Founder and Chief Executive Officer of FibroBiologics. "With CYWC628 advancing in the clinic and our pipeline expanding across wound care, psoriasis and orthopedics, we are focused on execution, and this investment reflects the confidence our leadership team has in the work ahead."

"I have spent years working with our passionate and dedicated team to build our fibroblast-based platform technology, and our discoveries every day continue to reinforce my confidence in the potential therapeutic capabilities of these cells," said Dr. Khoja. "Investing in FibroBiologics is my personal commitment to the science we are building, the team we have built, and the potential of the therapeutics we are developing for the patients we hope to serve."

The securities described above were offered and sold in a private placement pursuant to the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder. They have not been registered under the Securities Act or applicable state securities laws. Accordingly, these securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 registration or qualification under the securities laws of any such state or other jurisdiction.

For more information, please visit FibroBiologics' website, email FibroBiologics at info@fibrobiologics.com or follow FibroBiologics on LinkedIn, YouTube, Facebook or X.

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.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning the Company's intended use of proceeds. 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. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) risks related to FibroBiologics' liquidity and its ability to maintain capital resources sufficient to conduct its business; (b) expectations regarding the initiation, progress and expected results of FibroBiologics' R&D efforts and preclinical studies; (c) the unpredictable relationship between R&D and preclinical results and clinical study results; and (d) the ability of FibroBiologics to successfully prosecute its patent applications. 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.

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

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SOURCE FibroBiologics, Inc.

FAQ

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

What are the key terms of the warrants issued in FibroBiologics' private placement?

The warrants allow the holder to purchase up to 298,508 shares of common stock at an exercise price of $1.55 per share. They are immediately exercisable and expire five years from the date of issuance.

How does FibroBiologics plan to use the proceeds from this private placement?

The company intends to use the net proceeds from the approximately $0.5 million private placement for general corporate purposes and working capital.

Under which securities law exemptions were the shares and warrants offered and sold?

The securities were offered and sold in a private placement pursuant to the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D under the Securities Act.

Are the securities issued in this private placement currently registered for resale?

No. The securities issued in the private placement have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States without an effective registration statement or an applicable exemption from registration.