Fibrobiologics SEC Filings

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 $0.335 per share, for expected gross proceeds of about $1.5 million before fees. In the private placement, investors will also receive warrants to purchase up to 4,477,614 additional shares at an exercise price of $0.335 per share, which will become exercisable only if stockholders approve the issuance of the warrant shares.

If the investor warrants are later exercised for cash in full, FibroBiologics would receive about an additional $1.5 million. The company plans to use net proceeds from this financing for working capital and general corporate purposes. H.C. Wainwright & Co. will receive cash fees tied to the purchase price and non-accountable expenses, plus placement agent warrants to buy up to 313,433 shares at $0.4188 per share. The company agreed to a 30-day restriction on issuing additional equity and a one-year restriction on entering Variable Rate Transactions, subject to limited exceptions.

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.

FibroBiologics (FBLG) filed its Q3 2025 report showing higher expenses and a wider loss, alongside a going concern warning. For the quarter ended September 30, 2025, operating expenses rose to $5.0 million, driven by research and development of $2.8 million and general and administrative of $2.2 million. The company reported a net loss of $5.8 million for the quarter and $15.4 million for the nine months.

Cash and cash equivalents were $4.9 million, down from $14.0 million at year-end, with net cash used in operations of $13.2 million year-to-date. Management states that these conditions raise substantial doubt about the company’s ability to continue as a going concern.

The company detailed its Standby Equity Purchase Agreement, under which it issued $15.0 million in short-term convertible notes in three tranches and may require the investor to purchase up to an additional $10.0 million of common stock, subject to conditions. During 2025, $9.7 million of notes converted into 13,059,270 shares; additional conversions occurred in October. Shares outstanding were 48,263,979 as of September 30, 2025, and 51,456,077 as of October 31, 2025.

FibroBiologics, Inc. received a notification from the Nasdaq Listing Qualifications Staff that it does not meet the Nasdaq Capital Market requirement to maintain a minimum Market Value of Listed Securities (MVLS) of $35.0 million. The notice does not immediately affect the trading of the company’s common stock, but gives the company a 180-calendar-day cure period to regain compliance by having MVLS close at $35.0 million or more for at least ten consecutive business days before February 2, 2026. If the company fails to regain compliance, Nasdaq will notify FibroBiologics that its securities are subject to delisting, and the company may seek an appeal, though there is no assurance an appeal would be granted. The company stated it will monitor MVLS and consider options to regain compliance and filed this report to publicly disclose receipt of the Nasdaq notice.