Welcome to our dedicated page for Fibrobiologics SEC filings (Ticker: FBLG), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission (SEC) filings for FibroBiologics, Inc. (Nasdaq: FBLG), a clinical-stage biotechnology company based in Houston that develops fibroblast-based therapies and fibroblast-derived materials for chronic diseases. These regulatory documents offer detailed information on the company’s capital structure, governance, financing arrangements, and stockholder proposals.
FibroBiologics’ filings include Forms 8-K describing material events such as securities purchase agreements, registered direct offerings, concurrent private placement warrants, use of sovereign-issued gold coins as consideration in one offering, and the payoff of convertible promissory notes issued under a Standby Equity Purchase Agreement. Other 8-K filings disclose Nasdaq notices related to minimum bid price and Market Value of Listed Securities requirements, along with the company’s potential options to address these listing standards.
The company’s proxy statements on Schedule 14A outline items submitted to stockholders, including a proposed reverse stock split within a specified ratio range, approvals for issuances of common stock underlying various warrant agreements under Nasdaq Listing Rule 5635(d), and an adjournment proposal. These documents also discuss voting rights, such as the Series C Preferred Stock with super voting rights and the irrevocable proxy in favor of the board of directors.
Through this page, users can review FibroBiologics’ annual and quarterly reports when available, current reports on Form 8-K, and proxy materials, with AI-powered tools that summarize key terms, highlight financing structures, and clarify complex provisions. Investors can also use the filings to understand warrant terms, reverse split authorizations, Nasdaq compliance disclosures, and other regulatory details that shape the risk and capital profile of FBLG.
FibroBiologics, Inc. is asking stockholders to approve several capital actions at a virtual special meeting on February 20, 2026. The centerpiece is a reverse stock split of its common and preferred stock at a ratio between 1‑for‑5 and 1‑for‑30, to be implemented at the Board’s discretion within one year, primarily to help the company regain compliance with Nasdaq’s $1.00 minimum bid price and other listing standards.
As of December 26, 2025, the company had 66,519,722 common shares outstanding and 2,500 Series C preferred shares, each with 13,000 votes; the Board will vote 32,500,000 of these preferred votes (32.8% of eligible votes) in favor of all proposals. Stockholders are also being asked to approve, under Nasdaq Listing Rule 5635(d), the potential issuance of up to 12,110,203 shares on exercise of November 18 warrants, up to 4,791,047 shares related to November 24 warrants and placement agent warrants, and up to 5,593,184 shares related to December warrants and placement agent warrants, plus a standard adjournment proposal.
FibroBiologics, Inc. is calling a virtual special stockholders’ meeting on February 20, 2026 to vote on a reverse stock split and approvals tied to recent warrant financings. Stockholders will consider a reverse split of common and preferred stock at a ratio between 1‑for‑5 and 1‑for‑30, with the exact ratio set later by the Board, primarily to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement and reduce delisting risk.
As of December 26, 2025, FibroBiologics had 66,519,722 common shares and 2,500 Series C preferred shares outstanding, with each preferred share carrying 13,000 votes. An irrevocable proxy lets the Board cast 32,500,000 votes, or 32.8% of eligible votes, in favor of all proposals. Stockholders are also being asked to approve, under Nasdaq Listing Rule 5635(d), the issuance of up to 12,110,203 shares upon exercise of November 18 warrants, up to 4,477,614 and 313,433 shares tied to November 24 financings, and up to 5,227,275 and 365,909 shares tied to December financings, plus an adjournment proposal.
FibroBiologics, Inc. is calling a virtual special meeting on February 20, 2026 to ask stockholders to approve a reverse stock split and several stock issuance proposals tied to recent financings. The reverse split would combine between 5 and 30 shares into one, at a ratio later chosen by the Board, to help the company regain compliance with Nasdaq’s $1.00 minimum bid price and address delisting risk. As of December 26, 2025, there were 66,519,722 common shares and 2,500 Series C preferred shares outstanding, with the Series C carrying 32,500,000 votes, or 32.8% of total voting power under an irrevocable proxy held by the Board. Stockholders are also being asked to approve, under Nasdaq Listing Rule 5635(d), the issuance of up to 12,110,203, 4,477,614 plus 313,433, and 5,227,275 plus 365,909 common shares upon exercise of low-priced warrants from November and December 2025 offerings, which could both provide several million dollars of cash proceeds and meaningfully dilute existing ownership.
FibroBiologics, Inc. entered into agreements with institutional investors for a registered direct offering of 5,227,275 common shares at $0.33 each, raising approximately $1.7 million in gross proceeds before fees. In a concurrent private placement, the investors receive warrants to buy up to 5,227,275 additional shares at $0.33 per share, which become exercisable only if stockholders approve issuing the underlying shares.
If these investor warrants are later exercised for cash in full, the company would receive additional gross proceeds of about $1.7 million. H.C. Wainwright & Co. will receive cash fees equal to 7.0% of the purchase price plus a 1.0% management fee and warrants to buy up to 365,909 shares at $0.4125. The offerings are expected to close on or about December 16, 2025, and FibroBiologics plans to use the net proceeds for working capital and general corporate purposes.
FibroBiologics, Inc. is offering 5,227,275 shares of common stock at $0.33 per share in a registered direct offering to institutional investors, for gross proceeds of about $1.7 million and estimated net proceeds of roughly $1.5 million.
Each share is sold together with a warrant, in a concurrent unregistered private placement, to buy one additional share at $0.33, for up to 5,227,275 warrant shares. These warrants become exercisable only if stockholders approve the underlying share issuance and would expire five years after that approval.
The company plans to use the cash for working capital and general corporate purposes but states it will still need additional financing in the future to continue as a going concern. Recent November 2025 equity financings and the cash redemption of a $3.4 million convertible note have added new shares and warrants, while extensive outstanding derivative securities and current Nasdaq bid-price and market-value deficiency notices underscore dilution and listing-risk concerns.
FibroBiologics, Inc. insider activity shows that general counsel Ruben A. Garcia purchased 140,000 shares of common stock on December 11, 2025. The Form 4 reports this as a purchase coded “P” at a weighted average price of $0.34 per share, with individual trade prices ranging from $0.3333 to $0.3504. After these transactions, Garcia beneficially owns 140,000 shares of FibroBiologics common stock, held directly.
FibroBiologics, Inc. reported a financing transaction involving a registered direct offering and a concurrent private placement. The company agreed to sell 4,477,614 shares of common stock at
If the investor warrants are later exercised for cash in full, FibroBiologics would receive about an additional
FibroBiologics, Inc. is registering 4,477,614 shares of common stock in a primary offering at $0.335 per share, raising gross proceeds of about $1.5 million and estimated net proceeds of approximately $1.2 million after fees. In a concurrent but separate private placement, investors also receive unregistered warrants on a one-for-one basis with a $0.335 exercise price, which become exercisable only if stockholders later approve the underlying warrant shares. The company plans to use the cash for working capital and general corporate purposes, but warns it will still need additional financing to continue as a going concern. New buyers face immediate dilution, and future exercises of options, warrants and convertible notes could further expand the share count. FibroBiologics also discloses Nasdaq notices for failing the $1.00 bid-price and $35 million market-value listing standards, creating a risk that its stock could be delisted if compliance is not regained.
FibroBiologics, Inc. is conducting a primary offering of 3,540,000 shares of common stock and pre-funded warrants to purchase up to 8,570,203 shares of common stock, together with the shares issuable upon exercise of those pre-funded warrants. The securities are sold to a single investor at $0.3303 per share (or $0.33029 per pre-funded warrant) and paired with privately placed warrants to purchase up to 12,110,203 additional shares, exercisable at $0.3303 per share if stockholders approve the related share issuance.
Payment for the common stock and pre-funded warrants will be made in 983 one-ounce sovereign-issued .9999 fine gold coins valued at $4,069.18 per ounce, which the company plans to liquidate into cash. Net proceeds are estimated at about $3.9 million and are expected to be used for general corporate purposes, including repayment of debt under a $15 million Standby Equity Purchase Agreement, where $3.4 million principal remained on the third note before redemption.
The company warns that it will still require additional financing to continue as a going concern and highlights potential dilution from derivative securities. It also discloses Nasdaq Capital Market listing deficiencies related to minimum bid price and market value of listed securities, noting that failure to regain compliance could lead to delisting and reduced liquidity for its common stock.
FibroBiologics, Inc. (FBLG) entered into a securities purchase agreement with a single investor for a registered direct offering and concurrent private placement. The company will issue 3,540,000 shares of common stock and pre-funded warrants for up to 8,570,203 shares at prices of $0.3303 per share and $0.33029 per pre-funded warrant, plus unregistered warrants to purchase 12,110,203 shares at an exercise price of $0.3303, subject to stockholder approval. Payment will be made in sovereign-issued .9999 fine gold coins valued at $4,069.18 per ounce, which the company plans to quickly convert into cash, for expected gross proceeds of approximately $4.0 million, with the potential for about $4.0 million more if all unregistered warrants are exercised for cash. The company highlights valuation, operational, regulatory and tax risks tied to using physical gold as consideration. Separately, FibroBiologics exercised its right to redeem the remaining $3.4 million principal on a standby equity facility promissory note, expecting to pay $3,604,000 including a 6% redemption premium.
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