FibroBiologics Announces Closing of $4 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

FibroBiologics (Nasdaq: FBLG) closed a registered direct offering on Nov 19, 2025, selling 3,540,000 common shares and pre-funded warrants for 8,570,203 shares at $0.3303 per share/pre-funded warrant (less $0.00001 for each pre-funded warrant).

The purchase price was paid with sovereign .9999 fine gold coins valued at approximately $4,069.18 per ounce, producing gross proceeds of about $4.0 million before expenses. Pre-funded warrants are exercisable at $0.00001 and do not expire.

In a concurrent private placement the company issued unregistered warrants to buy up to 12,110,203 shares at an exercise price of $0.3303, exercisable following stockholder approval and expiring five years after that approval. The company plans to use net proceeds for general corporate purposes, including debt repayment.

Positive

• Gross proceeds of approximately $4.0 million from the registered direct offering
• Pre-funded warrants exercisable at $0.00001 with no expiration (minimizes exercise friction)
• Company intends to use proceeds for general corporate purposes, including debt repayment

Negative

• Issuance may cause dilution: up to 12,110,203 shares subject to unregistered warrants
• Proceeds are modest; $4.0 million may be limited for clinical-stage development needs

HOUSTON, Nov. 19, 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 issuance and sale to an existing shareholder of 3,540,000 shares of its common stock and pre-funded warrants to purchase 8,570,203 shares of its common stock at a purchase price of $0.3303 per share or pre-funded warrant (less $0.00001 for each pre-funded warrant), in a registered direct offering priced at-the-market under Nasdaq rules. The pre-funded warrants are exercisable at any time at an exercise price of $0.00001 per share and do not expire.

The purchase price for the shares or prefunded warrants was paid not in cash but with sovereign-issued .9999 fine gold coins valued at $4,069.18 per ounce based on the spot price of gold at the time of signing of the purchase agreement, delivered to the Company’s depository. The Company intends to liquidate the purchase price into United States dollars in the near term.

In addition, in a concurrent private placement, the Company issued and sold unregistered warrants to purchase one share of its common stock for each share of common stock or pre-funded warrant purchased in the registered direct offering, for up to 12,110,203 shares of common stock. The unregistered warrants have an exercise price of $0.3303 per share of common stock, will be exercisable beginning on the effective date of, and subject to, approval by our 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 Company has agreed to file a registration statement with the Securities and Exchange Commission ("SEC") to register the resale of the shares of common stock underlying the unregistered warrants. If at the time of exercise of such warrants there is no effective registration statement registering the shares issuable upon exercise of such warrants, or the prospectus contained therein is not available for the resale of such shares by the warrant holder, then such warrants may also be exercised, in whole or in part, by cashless (net) exercise.

The gross proceeds to the Company from the offering were approximately $4 million, before deducting the offering expenses payable by FibroBiologics. FibroBiologics intends to use the net proceeds from the offering for general corporate purposes, including the satisfaction of debt. In addition, if the holders of the unregistered warrants exercise such warrants in full for cash following the Stockholder Approval, the Company would receive additional gross proceeds of approximately $4.0 million. The Company cannot predict when or if the unregistered warrants will be exercised for cash or exercised at all. It is possible that the unregistered warrants may expire and may never be exercised.

The shares of common stock, pre-funded warrants and shares of common stock issuable upon exercise of the pre-funded warrants offered in the registered direct offering (but not the unregistered warrants issued in the concurrent private placement or the shares issuable upon exercise of such unregistered warrants) was offered pursuant to a shelf registration statement on Form S-3 (File No. 333-284663) previously filed and declared effective by the SEC on February 10, 2025. The offering of the shares of common stock and pre-funded warrants in the registered direct offering was made only by means of a prospectus supplement that forms a part of the registration statement. The final prospectus supplement relating to the securities offered in the registered direct offering was filed by FibroBiologics with the SEC. Copies of the final prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained from the SEC's website at www.sec.gov.

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 does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such 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, 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

What did FibroBiologics (FBLG) announce on Nov 19, 2025 regarding a financing?

FibroBiologics closed a registered direct offering raising gross proceeds of about $4.0 million by selling shares and pre-funded warrants at $0.3303 per unit.

How were the purchase funds paid in FibroBiologics' registered direct offering (FBLG)?

The purchase price was paid with sovereign .9999 fine gold coins valued at about $4,069.18 per ounce, delivered to the company's depository.

What are the terms of the pre-funded warrants in the FBLG offering?

Pre-funded warrants cover 8,570,203 shares, are exercisable at $0.00001, and do not expire.

What will FibroBiologics use the net proceeds from the offering for?

The company intends to use net proceeds for general corporate purposes, including satisfaction of debt.

What are the terms of the unregistered warrants issued concurrently with FBLG's offering?

Unregistered warrants cover up to 12,110,203 shares with an exercise price of $0.3303, exercisable after stockholder approval and expiring five years after such approval.

Will FibroBiologics receive additional cash if unregistered warrants are exercised?

Yes; if all unregistered warrants are exercised for cash following stockholder approval, the company would receive approximately an additional $4.0 million in gross proceeds.