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

Rhea-AI Summary

FibroBiologics (Nasdaq: FBLG) announced on Dec 16, 2025 the closing of a registered direct offering of 5,227,275 shares at $0.33 per share and a concurrent private placement of unregistered warrants to purchase up to 5,227,275 shares at an exercise price of $0.33. Aggregate gross proceeds were approximately $1.7 million, before placement agent fees and expenses; potential additional gross proceeds from full warrant exercise are approximately $1.7 million. Warrants become exercisable only after company stockholder approval and expire five years after such approval. Net proceeds will be used for working capital and general corporate purposes.

Positive

• Aggregate gross proceeds of approximately $1.7 million
• Potential additional gross proceeds of approximately $1.7 million if warrants fully exercised
• Issued 5,227,275 common shares in the registered direct offering

Negative

• Potential dilution of 5,227,275 shares from unregistered warrants
• Warrants exercisable only upon stockholder approval, creating execution uncertainty
• Placement agent fees and offering expenses will reduce net proceeds

Key Figures

Patent portfolio 270+ patents Issued and pending patents cited in company description

Shares offered 5,227,275 shares Common stock in registered direct offering

Offering price $0.33 per share Price for common stock in registered direct offering

Investor warrants 5,227,275 warrants Unregistered warrants issued in concurrent private placement

Warrant exercise price $0.33 per share Exercise price for private placement warrants

Gross proceeds $1.7 million Aggregate gross proceeds from registered direct offering

Potential warrant proceeds $1.7 million Additional gross proceeds if unregistered warrants fully exercised for cash

Warrant term 5 years Expiration after stockholder approval for warrant shares

Market Reality Check

$0.2408 Last Close

Volume Volume 6,027,548 is 3.12x the 20-day average of 1,932,260, highlighting elevated trading interest around the financing. high

Technical Shares trade below the 200-day MA of 0.68 with price at 0.263, reflecting a weak longer-term trend.

Peers on Argus

FBLG fell 33.06% while key biotech peers showed mixed, smaller moves (e.g., ICU -6.06%, LIXT -3.62%, CRIS +0.85%), pointing to a company-specific reaction to its financing.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 15	Equity offering announced	Negative	-33.1%	Announced $1.7M registered direct offering with matching private placement warrants.
Dec 10	Patent application	Positive	+12.8%	Filed U.S. patent on fibroblast-based chondrocyte spheroid platform for orthopedics.
Nov 26	Debt payoff	Positive	+1.5%	Paid off SEPA convertible notes while keeping up to $10M additional equity capacity.
Nov 25	Offering closed	Negative	+3.1%	Closed $1.5M registered direct offering with concurrent private placement warrants.
Nov 24	Equity offering announced	Negative	-23.5%	Announced $1.5M registered direct offering and matching private placement warrants.

Pattern Detected

Recent history shows frequent equity financings, with offering announcements often triggering sharp downside moves, while positive operational updates and one closing announcement saw modest gains.

Recent Company History

Over the last month, FibroBiologics has repeatedly tapped equity markets via registered direct offerings, including $4.0M, $1.5M, and now $1.7M deals, typically paired with warrants. A debt payoff and a patent filing highlighted strategic and R&D progress, yet the most recent offering announcement on Dec 15 coincided with a -33.06% move. Today’s closing of that same financing extends this pattern of balance-sheet driven headlines.

Market Pulse Summary

This announcement confirms the closing of a registered direct financing that generated about $1.7 million in gross proceeds and introduced additional warrants at $0.33. Recent history shows multiple similar raises alongside going-concern language and Nasdaq compliance notices in SEC filings. Investors may focus on how quickly this capital supports trial plans versus the ongoing dilution from repeated offerings and derivative securities.

Key Terms

registered direct offering financial

"announced the closing of its previously announced registered direct offering priced at-the-market"

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.

at-the-market financial

"registered direct offering priced at-the-market under Nasdaq rules of an aggregate of 5,227,275 shares"

"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.

private placement financial

"Additionally, in a concurrent private placement, the Company issued and sold unregistered warrants"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"issued and sold 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.

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.

AI-generated analysis. Not financial advice.

HOUSTON, Dec. 16, 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 the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules of an aggregate of 5,227,275 shares of its common stock at an offering price of $0.33 per share of common stock. Additionally, in a concurrent private placement, the Company issued and sold 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 Stockholder Approval.

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

The aggregate gross proceeds to the Company from the offering were approximately $1.7 million, before deducting the 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 were 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 were 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 were filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained 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 issued in the concurrent private placement and the shares issuable upon exercise of such warrants were 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 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

How many shares did FibroBiologics (FBLG) sell in the Dec 16, 2025 offering?

FibroBiologics sold 5,227,275 shares in the registered direct offering at $0.33 per share.

What were the gross proceeds from FibroBiologics (FBLG) offering on Dec 16, 2025?

The aggregate gross proceeds were approximately $1.7 million, before fees and expenses.

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

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

When will the unregistered warrants from FibroBiologics become exercisable?

They become exercisable beginning on the effective date of, and subject to, stockholder approval of the shares issuable on exercise.

How does FibroBiologics (FBLG) plan to use net proceeds from the offering?

The company intends to use net proceeds for working capital and general corporate purposes.

Who acted as placement agent for FibroBiologics' Dec 16, 2025 offering (FBLG)?

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