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FibroBiologics (Nasdaq: FBLG) clears listing issues but faces one-year monitor

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(High)
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Form Type
8-K

Rhea-AI Filing Summary

FibroBiologics, Inc. has received formal confirmation from Nasdaq that it now meets all requirements for continued listing on The Nasdaq Capital Market. Nasdaq verified compliance with both the $2.5 million stockholders’ equity requirement and the $1.00 bid price requirement, closing the previously disclosed listing matter.

The company’s common stock will continue trading under the symbol FBLG, but Nasdaq will apply one-year Mandatory Panel Monitor periods for both equity and bid price tests. If FibroBiologics falls out of compliance during these periods, Nasdaq staff would move directly to a delisting determination, though the company could request a new hearing to temporarily stay any delisting action.

Positive

  • Nasdaq confirmed FibroBiologics complies with all continued listing standards, including the $2.5 million stockholders’ equity and $1.00 bid price requirements, closing the prior listing matter and preserving its Nasdaq Capital Market listing.

Negative

  • FibroBiologics remains under a one-year Mandatory Panel Monitor for both equity and bid price rules; any renewed non-compliance during these periods would prompt an immediate delist determination without a cure period, increasing listing-risk sensitivity.

Insights

FibroBiologics regains full Nasdaq compliance but faces a one-year probation-like period.

Nasdaq has confirmed that FibroBiologics now satisfies all criteria for continued listing on The Nasdaq Capital Market, including the $2.5 million stockholders’ equity threshold and the $1.00 minimum bid price. This resolves an overhang related to prior non-compliance concerns.

The company remains under a one-year Mandatory Panel Monitor for both the bid price and equity rules, starting from March 9, 2026 and April 17, 2026, respectively. Any future breach during these windows would trigger an immediate delist determination without a cure period, although a new hearing request could stay delisting while that process concludes.

For investors, this outcome preserves Nasdaq trading status while highlighting that listing compliance depends on maintaining adequate equity and market price levels over the defined monitoring periods. Subsequent company filings will show whether FibroBiologics sustains these standards across the full year.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Stockholders’ equity requirement <money>$2.5 million</money> Nasdaq continued listing threshold for equity compliance
Minimum bid price requirement <money>$1.00</money> per share Nasdaq Listing Rule 5550(a)(2) bid price rule
Bid price monitor period start <date>April 17, 2026</date> Start of one-year Mandatory Panel Monitor for bid price rule
Equity monitor period start <date>March 9, 2026</date> Start of one-year Mandatory Panel Monitor for equity rule
Patents issued and pending 270+ patents FibroBiologics’ IP portfolio across multiple clinical pathways
Nasdaq Listing Rule 5550(a)(2) regulatory
"compliance with the bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)"
Nasdaq Listing Rule 5550(b)(1) regulatory
"compliance with the stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”)"
Mandatory Panel Monitor regulatory
"The Company was also informed that it will remain subject to a Mandatory Panel Monitor for a period of one year"
A mandatory panel monitor is an independent group tasked with regularly reviewing safety and key results during a clinical trial or regulated program to protect participants and ensure the study is conducted properly. For investors, this matters because the panel can recommend changes, pauses, or early stopping of a trial — actions that can speed up, delay, or quietly derail a program and therefore materially affect a company’s timeline and value, much like a referee whose calls change the outcome of a game.
Bid Price Rule regulatory
"compliance with the bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”)"
Equity Rule regulatory
"the stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”)"
forward-looking statements financial
"This communication contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
0001958777false00019587772026-03-092026-03-09

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 09, 2026

 

 

FibroBiologics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-41934

86-3329066

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

9350 Kirby Drive, Suite 300

 

Houston, Texas

 

77054

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 281 671-5150

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.00001 par value

 

FBLG

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 7.01 Regulation FD Disclosure.

On April 20, 2026, FibroBiologics, Inc. (the “Company”) issued a press release announcing formal confirmation from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company has evidenced compliance with all applicable requirements for continued listing on The Nasdaq Capital Market and, accordingly, the previously disclosed listing matter has been closed. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The information set forth in this Item 7.01 and contained in the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

Item 8.01 Other Events.

On April 17, 2026, the Company received formal notice from Nasdaq that the Company has demonstrated compliance with the bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) and all other applicable criteria for continued listing on The Nasdaq Capital Market. Accordingly, the previously disclosed listing matter has been closed.

 

The Company was also informed that it will remain subject to a Mandatory Panel Monitor for a period of one year from April 17, 2026. If within that one-year monitoring period the Company fails to maintain compliance with the Bid Price Rule, the Company will not be afforded a cure period to regain compliance with the Bid Price Rule. Instead, Staff will issue a delist determination, at which time the Company may request a new hearing before a Nasdaq Hearings Panel. Such request would stay any further delisting action by Nasdaq at least pending the conclusion of the hearing process.

 

Previously, on March 9, 2026, the Company received notice from Nasdaq that the Company had demonstrated compliance with the stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”) in lieu of compliance with the alternative market value of listed securities requirement set forth in Nasdaq Listing Rule 5550(b)(2). The compliance determination also noted that the Company remained subject to a Mandatory Panel Monitor with respect to the Equity Rule for a period of one year from March 9, 2026. If within that one-year monitoring period the Company fails to satisfy the Equity Rule, the Company will not be permitted to provide the Nasdaq Listing Qualifications Staff with a compliance plan nor would the Staff be permitted to grant additional time to the Company to regain compliance. Instead, the Staff will issue a delist determination, at which time the Company may request a new hearing before a Nasdaq Hearings Panel. Such request would stay any delisting action by Nasdaq at least pending the conclusion of the hearing process.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1

 

Press Release dated April 20, 2026

Exhibit 104

Cover Page Interactive Data File (embedded within the inline XBRL document)

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

FibroBiologics, Inc.

 

 

 

 

Date:

April 20, 2026

By:

/s/ Pete O'Heeron

 

 

 

Name: Pete O'Heeron
Titel: Chief Financial Officer

 

 

 

Exhibit 99.1

FibroBiologics Compliant with All Nasdaq Listing Requirements

HOUSTON, April 20, 2026 -- FibroBiologics, Inc. (Nasdaq: FBLG) (“FibroBiologics”), 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 The Nasdaq Stock Market LLC (“Nasdaq”) has confirmed that the Company has demonstrated compliance with all applicable criteria for continued listing on The Nasdaq Capital Market, including the $2.5 million stockholders’ equity requirement and the $1.00 bid price requirement.

The Company has now successfully resolved its Nasdaq compliance issues but will remain subject to one-year monitoring periods for both stockholders’ equity and bid price compliance. FibroBiologics’ common stock will continue to be listed and trade on Nasdaq under the symbol “FBLG.”

For more information, please visit FibroBiologics' website, email FibroBiologics at info@fibrobiologics.com or follow FibroBiologics on LinkedIn, YouTube, Facebook or X.

Cautionary Statement Regarding 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, statements regarding the Company’s intent or ability to maintain compliance with the applicable Nasdaq continued listing rules and the continued listing and trading of the Company’s shares of common stock on Nasdaq. 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. When used in this communication, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. 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) FibroBiologics’ ability to manufacture its product candidates; and (e) 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

Source: View Original Filing on SEC EDGAR

FAQ

What did Nasdaq confirm about FibroBiologics (FBLG)?

Nasdaq confirmed FibroBiologics now meets all criteria for continued listing on The Nasdaq Capital Market. This includes compliance with the stockholders’ equity test and the minimum bid price rule, formally closing the previously disclosed Nasdaq listing matter for the company.

Which specific Nasdaq listing requirements does FibroBiologics now satisfy?

FibroBiologics currently satisfies the $2.5 million stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) and the $1.00 bid price requirement under Nasdaq Listing Rule 5550(a)(2). Meeting both rules brings the company back into full compliance for continued Nasdaq Capital Market listing.

Will FibroBiologics remain under Nasdaq monitoring after regaining compliance?

Yes. FibroBiologics will be subject to a one-year Mandatory Panel Monitor for the bid price rule from April 17, 2026, and for the equity rule from March 9, 2026. During these periods, any failure to comply can trigger an immediate delist determination by Nasdaq staff.

What happens if FibroBiologics again falls below Nasdaq’s bid price or equity rules?

If FibroBiologics breaches the bid price or equity rules during the one-year monitoring periods, Nasdaq staff will issue a delist determination without granting a cure period. The company may request a new hearing before a Nasdaq Hearings Panel, which would stay further delisting action while the hearing is pending.

Is FibroBiologics’ stock still trading on Nasdaq and under what symbol?

FibroBiologics’ common stock continues to be listed and traded on The Nasdaq Capital Market under the symbol FBLG. Nasdaq’s recent confirmation relates to the company’s compliance status, not a change in its ticker or market tier designation.

What prior Nasdaq issue did FibroBiologics resolve with this update?

FibroBiologics had previously faced a Nasdaq listing matter tied to non-compliance with continued listing standards. By demonstrating compliance with the stockholders’ equity and bid price requirements, the company has now successfully resolved that matter, though it remains under one-year monitoring for both rules.

Filing Exhibits & Attachments

2 documents

Press Releases

Other Documents