FibroBiologics, Inc. SEC Filings

FibroBiologics, Inc. is a clinical-stage cell-therapy company developing fibroblast-based treatments for chronic diseases. For the three and six months ended June 30, 2026, it reported net losses of $4,117 thousand and $9,117 thousand, driven by research and development expenses of $1,658 thousand and $4,611 thousand and general, administrative and other expenses of $2,375 thousand and $4,490 thousand, respectively.

Cash and cash equivalents were $3,515 thousand and total assets $7,929 thousand as of June 30, 2026, with net cash used in operating activities of $7,655 thousand in the first half. The company raised capital through a March SEPA draw, an April registered offering (including common stock and pre-funded warrants), an at-the-market program, and a June private placement of $3,000 thousand of pre-funded warrants plus accompanying warrants, contributing to additional paid-in capital of $67,916 thousand. Management states that its cash balance, continued losses and lack of revenue raise substantial doubt about its ability to continue as a going concern.

The pipeline advanced with a Phase 1/2 diabetic foot ulcer trial of CYWC628 in Australia, though enrollment is slower than planned; interim six-week data are expected after a defined number of patients per arm complete treatment. The company also discloses a Nasdaq Staff Determination to delist its securities for bid-price noncompliance and has requested a hearing, which temporarily stays delisting while it seeks to regain compliance.

FibroBiologics, Inc. is calling a virtual special meeting on September 17, 2026 to seek stockholder approval, under Nasdaq Listing Rule 5635(d), for the potential issuance of up to 8,163,266 shares of common stock upon exercise of outstanding Warrants under a June 25, 2026 securities purchase agreement and up to 285,714 shares upon exercise of Placement Agent Warrants.

These Warrants carry exercise prices of $0.735 and $0.9188 per share; if fully exercised they would yield approximately $6.0 million and $263 thousand in gross proceeds, respectively, but would dilute existing holders through new common shares.

As of July 20, 2026 there were 6,658,193 common shares outstanding and 125 super-voting Series C Preferred shares, each with 13,000 votes. The Board holds an irrevocable proxy over these preferred shares and plans to cast 1,625,000 votes, about 20% of eligible votes, in favor of the proposal. If approval is not obtained, the company states it cannot issue shares above Nasdaq’s 20% threshold under these Warrants and may owe liquidated damages, potentially straining liquidity and requiring emergency financing, while repeated stockholder meetings every 90 days would add legal cost and management distraction.

FibroBiologics, Inc. reports that Nasdaq’s Listing Qualifications staff issued a Staff Determination on July 22, 2026 to delist its securities from The Nasdaq Capital Market. The notice cites noncompliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share.

The company’s bid price closed below $1.00 for 30 consecutive business days from June 8 through July 21, 2026. Because FibroBiologics effected a reverse stock split within the prior year, it is not eligible for the usual 180-day cure period under Nasdaq Listing Rule 5810(c)(3)(A)(iv). Unless it requests an appeal by July 29, 2026, trading is expected to be suspended at the opening of business on July 31, 2026. FibroBiologics intends to timely request a hearing before a Nasdaq Hearings Panel, which will stay delisting actions during the hearing process, but there is no assurance the appeal or any plan to regain compliance will succeed.

FibroBiologics, Inc. is calling a virtual special stockholder meeting on September 17, 2026 to vote on a single proposal required by Nasdaq Listing Rule 5635(d). Stockholders are asked to approve the potential issuance of up to 8,163,266 shares of common stock upon exercise of outstanding investor warrants issued under a June 25, 2026 Securities Purchase Agreement and up to 285,714 shares upon exercise of outstanding Placement Agent Warrants issued under an engagement with H.C. Wainwright & Co.

As of the July 20, 2026 record date, there were 6,080,560 common shares and 125 Series C Preferred shares outstanding, with the preferred carrying 13,000 votes per share and subject to an irrevocable proxy in favor of the Board. Full warrant exercise would significantly dilute existing holders but could generate approximately $6.0 million from investor warrants and $263 thousand from Placement Agent Warrants. If the proposal is not approved, FibroBiologics may be unable to issue all warrant shares and could owe liquidated damages under the warrant terms, potentially straining liquidity and requiring repeated stockholder meetings every 90 days until approval is obtained.

FibroBiologics, Inc. is registering for resale up to 12,530,613 shares of common stock issuable from June 2026 private‑placement warrants, including Pre-Funded, Short-term, Long-term and placement agent warrants. Existing investors, not the company, will sell these shares from time to time.

FibroBiologics will not receive proceeds from stockholder resales but may obtain up to approximately $6.3 million in gross proceeds if the June Warrants are exercised for cash. Common stock outstanding was 6,080,560 shares as of July 8, 2026, rising to 18,611,173 shares if all such warrants are exercised.

The company recently executed a 1-for-20 reverse stock split, completed an April 2026 equity offering with approximately $2.5 million in net proceeds, and established a $7.5 million at-the-market program, while regaining Nasdaq bid-price and equity listing compliance subject to one-year monitoring periods.

FibroBiologics, Inc. director Kathleen Hallisey Rubins reported her initial beneficial ownership of a stock option to acquire 562 shares of common stock. The option has a $65.60 exercise price, expires on 2032-09-26, and, according to a footnote, vested over three years and became fully exercisable on September 26, 2025. The option is held directly.

FibroBiologics, Inc. filed a prospectus to register for resale up to 12,530,613 shares of its common stock by selling stockholders.

The resale shares consist of Pre-Funded Warrants, Short-term Warrants, Long-term Warrants and Placement Agent Warrants. The Company will not receive proceeds from resale transactions but could receive up to approximately $6.3 million if the June Warrants are exercised for cash.

FibroBiologics, Inc. reported a board change, with Matt Link resigning as a director effective July 2, 2026, and the board appointing Kathleen “Kate” Rubins, Ph.D., as a Class III director effective July 8, 2026, with a term running to the 2029 annual stockholders’ meeting.

Dr. Rubins, a retired NASA astronaut, microbiologist and genomics scientist, becomes a member of the Audit, Compensation, and Governance and Nominating Committees and will receive compensation under the company’s Non-Employee Director Compensation Policy. A press release describing her appointment, including her 300 days in space and leadership at the Trivedi Institute for Space and Global Biomedicine, was furnished as an exhibit.