FibroBiologics Announces Payoff of Outstanding Debt

FibroBiologics (Nasdaq: FBLG) announced it has paid in full the convertible promissory notes issued to Yorkville under the Standby Equity Purchase Agreement (SEPA), eliminating those notes and any further conversions from those tranches.

Rhea-AI Summary

FibroBiologics (Nasdaq: FBLG) announced it has paid in full the convertible promissory notes issued to Yorkville under the Standby Equity Purchase Agreement (SEPA), eliminating those notes and any further conversions from those tranches.

The SEPA remains in place through December 20, 2026, allowing the company to sell up to an additional $10 million of common stock to Yorkville, subject to customary conditions. Management said the payoff strengthens the balance sheet and supports plans to initiate a Phase 1/2 trial of CYWC628 in early 2026, and to prepare IND submissions for CYPS317 and CYMS101.

Positive

• $15 million of notes fully repaid, ending those conversions
• Eliminates further dilution from the repaid convertible notes
• Balance sheet strengthened ahead of planned clinical start in 2026

Negative

• SEPA still permits up to $10 million additional equity sales through Dec 20, 2026
• Future equity sales under SEPA remain subject to conditions and discretionary

Argus Nov 26 session

+1.53% close to close Open Argus

Details

News Market Reaction – FBLG

On Nov 26, the day this news came out, FBLG closed 1.53% above the previous close.

Data tracked by StockTitan Argus for the Nov 26 session.

Key Figures

SEPA capacity: $25 million Initial SEPA advance: $15 million Remaining SEPA capacity: $10 million +4 more

SEPA capacity

$25 million

Total common stock that may be sold under SEPA over two years

Initial SEPA advance

$15 million

Advanced in three equal tranches of convertible promissory notes

Remaining SEPA capacity

$10 million

Additional common stock that may be sold to Yorkville until Dec 20, 2026

SEPA term

Two years

Duration over which up to $25 million may be drawn

SEPA end date

December 20, 2026

Expiration date for the Standby Equity Purchase Agreement

Patent portfolio

270+ patents

Patents issued and pending related to fibroblast-based therapeutics

Planned trial phase

Phase 1/2

Planned first-in-human CYWC628 trial in diabetic foot ulcer patients

Historical Context

5 past events · Latest: Dec 10

5 events

1. Dec 10

   Patent filing

   24h Move

   +12.8%

   New fibroblast-based chondrocyte spheroid patent application for orthopedic uses.

2. Nov 26

   Debt payoff

   24h Move

   +1.5%

   Repayment of SEPA-linked convertible notes and clarification of remaining equity facility.

3. Nov 25

   Financing close

   24h Move

   +3.1%

   Closing of $1.5M registered direct offering with concurrent warrant private placement.

4. Nov 24

   Financing announced

   24h Move

   -23.5%

   Announcement of $1.5M at-the-market registered direct equity offering and warrants.

5. Nov 20

   Clinical approval

   24h Move

   -5.8%

   HREC approval and TGA filing enabling Phase 1/2 CYWC628 trial in Australia.

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

Key Terms

convertible promissory notes, standby equity purchase agreement, phase 1/2 clinical trial, investigational new drug applications, +3 more

7 terms

convertible promissory notes financial

"it has paid all amounts outstanding under the convertible promissory notes"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

standby equity purchase agreement financial

"pursuant to the Standby Equity Purchase Agreement (“SEPA”) entered into"

A standby equity purchase agreement is a contract in which an investor or group agrees to buy a company’s newly issued shares on demand, giving the company a ready source of cash it can tap when needed. Think of it like a line of credit made with stock instead of a loan: it provides financial backup but can increase the number of shares outstanding, diluting existing owners and affecting per‑share value, so investors watch these deals for their impact on ownership and earnings per share.

phase 1/2 clinical trial medical

"planned initiation of its Phase 1/2 clinical trial evaluating CYWC628"

A phase 1/2 clinical trial is an early human study that combines first-in-people safety and dosing checks (phase 1) with an initial look at whether the treatment appears to work (phase 2). Think of it as a short test drive where researchers both confirm the product won’t cause serious harm and gather early signs it could be effective; for investors, successful results reduce risk and can unlock value-creating milestones like larger trials or regulatory discussions.

investigational new drug applications regulatory

"preparing to submit Investigational New Drug applications for the treatment"

An investigational new drug application is the formal request a drug developer files with a regulatory agency to begin testing an experimental medicine in humans. Think of it as asking permission to move from lab work into human trials; it matters to investors because approval to start clinical testing signals a clear development milestone, unlocks further funding and partnerships, and helps determine the timeline and risk for potential future sales.

diabetic foot ulcer medical

"product candidate, in diabetic foot ulcer patients in early 2026"

A diabetic foot ulcer is a chronic open sore or wound on the foot that develops when high blood sugar and nerve damage from diabetes prevent normal healing, like a pothole that keeps getting worse because the repair crew can't do their job. Investors care because these hard-to-heal wounds affect millions, create steady demand for therapies, devices and care services, and can drive revenue and regulatory risk for companies developing treatments.

first-in-human trials medical

"eliminating our convertible debt allows us to focus on our highest priority: advancing into the clinic and initiating first-in-human trials"

First-in-human trials are the initial testing of a new medical treatment or drug on people, to evaluate its safety and how the body responds. These trials are crucial because they represent the first step in determining whether the treatment could become a new option for patients. For investors, successful first-in-human trials can signal potential for future development and commercial success, while failures may indicate significant challenges ahead.

fibroblast-based spheroids medical

"its fibroblast-based spheroids product candidate, in diabetic foot ulcer patients"

Three-dimensional clusters of fibroblasts—cells that build and support connective tissue—grown in the lab to recreate aspects of real tissue structure and behavior. Investors should care because these miniature tissue models act like a simplified, living testbed for drug screening, toxicity checks and regenerative therapies, potentially speeding development, lowering costs and reducing early-stage failures that affect a biotech’s valuation.

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

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Repayment of convertible promissory notes strengthens balance sheet and eliminates further dilution from conversions

HOUSTON, Nov. 26, 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 that it has paid all amounts outstanding under the convertible promissory notes (the “Notes”) issued to YA II PN, Ltd. ("Yorkville"), an investment fund managed by Yorkville Advisors Global, LP, pursuant to the Standby Equity Purchase Agreement (“SEPA”) entered into on December 20, 2024 between the Company and Yorkville.

The SEPA allows the Company, subject to customary conditions, to sell up to $25 million in the aggregate of its common stock to Yorkville over the course of two years. Yorkville advanced to FibroBiologics the first $15 million available under the SEPA in three equal tranches of Notes. These Notes are no longer outstanding and there will be no further conversions into shares of the Company’s common stock. The SEPA remains in place until December 20, 2026, allowing FibroBiologics, at its discretion, to sell an additional $10 million of its common stock to Yorkville, subject to certain conditions.

“Strengthening our balance sheet and eliminating our convertible debt allows us to focus on our highest priority: advancing into the clinic and initiating first-in-human trials,” said Pete O'Heeron, Founder and CEO of FibroBiologics.

This financial milestone comes as FibroBiologics advances toward key clinical and regulatory milestones, including the planned initiation of its Phase 1/2 clinical trial evaluating CYWC628, its fibroblast-based spheroids product candidate, in diabetic foot ulcer patients in early 2026. The Company is also preparing to submit Investigational New Drug applications for the treatment of psoriasis with CYPS317 and the treatment of multiple sclerosis with CYMS101.

For more information on the SEPA, including important terms and conditions, please see FibroBiologics' filings with the Securities and Exchange Commission.

This communication shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities discussed herein, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any 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 information concerning FibroBiologics’ ability to sell additional shares under the SEPA, plans for, and the anticipated timing of the initiation of and results from, FibroBiologics’ clinical trials and research and development programs, the potential clinical benefits of fibroblasts and fibroblast-derived materials, and plans for, and the timing of, regulatory filings. 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; (d) the ability of FibroBiologics to successfully prosecute its patent applications; (e) FibroBiologics’ ability to manufacture its product candidates; and (f) FibroBiologics’ ability to conduct clinical trials. 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.

What did FibroBiologics (FBLG) announce on November 26, 2025 about its debt?

FibroBiologics announced it paid in full the convertible promissory notes issued to Yorkville, eliminating those notes and their conversions.

Does the SEPA between FibroBiologics and Yorkville remain after the payoff?

Yes; the SEPA remains in place until December 20, 2026, allowing up to $10 million more in equity sales subject to conditions.

How does the note payoff affect potential dilution for FBLG shareholders?

The payoff removes dilution risk from the repaid $15 million notes but permits possible future dilution up to $10 million under the SEPA.

What near-term clinical milestone did FibroBiologics link to the stronger balance sheet?

Management cited plans to initiate a Phase 1/2 clinical trial of CYWC628 in diabetic foot ulcers in early 2026.

Will FibroBiologics still be able to raise equity via Yorkville after the repayment?

Yes; the company can, at its discretion and subject to conditions, sell up to $10 million more common stock to Yorkville through Dec 20, 2026.