STOCK TITAN

FibroBiologics (FBLG) closes $3M placement with $6M warrant upside

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FibroBiologics, Inc. entered into a private placement that provides $3,000,000 in gross proceeds through pre-funded warrants and common stock priced at $0.735 per share. Net proceeds are approximately $2.6 million after fees and expenses, and the company plans to use the cash for working capital and general corporate purposes.

The investor received 4,081,633 shares of common stock or pre-funded warrants plus 4,081,633 short-term warrants and 4,081,633 long-term warrants, each with a $0.735 exercise price. If these warrants are fully exercised for cash after stockholder approval, FibroBiologics could receive about $6.0 million in additional gross proceeds. The transaction also includes 285,714 placement agent warrants at a $0.9188 exercise price and is being conducted under Securities Act exemptions with related resale registration rights.

Positive

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Negative

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Insights

FibroBiologics secures modest new funding via a highly structured warrant-based private placement.

FibroBiologics raised $3,000,000 in gross proceeds through a private placement combining shares or pre-funded warrants with layered short- and long-term warrants. Net cash of about $2.6 million supports working capital needs, important for a clinical-stage biotech with ongoing R&D spending.

The structure adds potential future funding: if all warrants are exercised for cash after required stockholder approval, the company could receive about $6.0 million more. This depends on investor decisions, market conditions, and approval of issuing underlying shares, so the actual impact will emerge over time.

Dilution from up to 4,081,633 pre-funded warrant shares, 8,163,266 warrant shares, and 285,714 placement agent warrant shares will matter relative to total shares outstanding, which is not detailed here. Subsequent company filings describing stockholder approval outcomes and warrant exercise activity will clarify how much of this potential capital is realized.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Gross proceeds $3,000,000 Private placement offering
Net proceeds approximately $2.6 million After placement agent fees and expenses
Primary share/pre-funded warrant amount 4,081,633 shares or pre-funded warrants Aggregate common stock or pre-funded warrants sold
Series A warrants 4,081,633 shares at $0.735 Exercise price per share for series A warrants
Short-term series B warrants 4,081,633 shares at $0.735 Exercise price per share for series B warrants
Placement agent warrants 285,714 shares at $0.9188 Issued to placement agent or designees
Potential additional proceeds approximately $6.0 million If all series A and B warrants are exercised for cash
Offering price $0.735 per share Common stock and accompanying warrants purchase price
Pre-Funded Warrants financial
"The Pre-Funded Warrants have an exercise price of $0.00001 per share, may be exercised commencing on the issuance date and do not expire."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Registration Rights Agreement regulatory
"The Company has also entered into a Registration Rights Agreement with the Purchaser in which it has agreed to file with the SEC a registration statement covering the resale..."
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Regulation D regulatory
"The securities sold in the Offering were sold pursuant to an exemption from the registration requirements of the Securities Act under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder."
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Stockholder Approval Date financial
"which will be exercisable on or after the effective date of stockholder approval (the “Stockholder Approval Date”) of the issuance of the shares of Common Stock upon exercise of such warrants"
cashless (net) exercise financial
"The Pre-Funded Warrants may be exercised, in whole or in part, at any time by means of a cashless (net) exercise."
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false000195877700019587772026-06-252026-06-25

 

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): June 25, 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 1.01 Entry into a Material Definitive Agreement.

On June 25, 2026, FibroBiologics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with an accredited investor (the “Purchaser”) for a private placement offering (the “Offering”), pursuant to which the Company received gross proceeds of $3,000,000, before deducting placement agent fees and other offering expenses, in consideration of (i) pre-funded warrants in lieu of shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”) to purchase up to 4,081,633 shares of Common Stock (the “Pre-Funded Warrants”), (ii) warrants to purchase up to 4,081,633 shares of Common Stock at an exercise price of $0.735 per share, which will be exercisable on or after the effective date of stockholder approval (the “Stockholder Approval Date”) of the issuance of the shares of Common Stock upon exercise of such warrants (the “Stockholder Approval”) and will expire 18 months from the later of the Stockholder Approval Date and the effective date (the “Effective Date”) of the resale registration statement registering the shares of common stock issuable upon exercise of such warrants (the “Short-term Warrants”) and (iii) warrants to purchase up to 4,081,633 shares of Common Stock at an exercise price of $0.735 per share, which will be exercisable on or after the Stockholder Approval Date and will expire 5 years from the later of the Stockholder Approval Date and the Effective Date (the “Long-term Warrants” and together with the Short-term Warrants, the “Warrants”) at a purchase price of $0.735 per share (the “Offering Price”) of Common Stock (or $0.73499 per Pre-Funded Warrant in lieu thereof (equal to the Offering Price, minus $0.00001, the exercise price of each Pre-Funded Warrant)) and associated Warrants. The exercisability of the Warrants is subject to stockholder approval as described below. The Offering closed on June 29, 2026.

H.C. Wainwright & Co., LLC acted as the exclusive placement agent (the “Placement Agent”) in connection with the Offering pursuant to that certain engagement letter, dated November 10, 2025 (as amended on March 12, 2026, the “Engagement Letter”), by and between the Company and the Placement Agent. Pursuant to the Engagement Letter, the Placement Agent received (i) a cash fee of 7.0% of the aggregate purchase price paid by the Purchasers in the Offering and (ii) a management fee of 1.0% of the aggregate purchase price paid by the Purchasers in the Offering. The Company additionally reimbursed the Placement Agent for its legal fees in an amount of $50,000. In addition, the Company issued warrants to purchase up to 285,714 shares of Common Stock at an exercise price of $0.9188 per share to the Placement Agent, or its designees (the “Placement Agent Warrants”), which have substantially the same terms as the Long-term Warrants described above except for the exercise price. The exercisability of the Placement Agent Warrants is subject to stockholder approval as described below.

 

The Securities Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The Company offered Pre-Funded Warrants to the Purchaser in lieu of the Common Stock because its purchase of Common Stock in the Offering would have resulted in the Purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99% of our outstanding Common Stock immediately following the consummation of the Offering. The Pre-Funded Warrants have an exercise price of $0.00001 per share, may be exercised commencing on the issuance date and do not expire. The Pre-Funded Warrants may be exercised, in whole or in part, at any time by means of a cashless (net) exercise. The exercise price of the Pre-Funded Warrants is subject to adjustment for customary stock splits, stock dividends, stock combinations, and similar capital transactions or such other event as further described in the Pre-Funded Warrants.

 

The net proceeds to the Company from the Offering were approximately $2.6 million, after deducting placement agent fees and offering expenses payable by the Company. In addition, if the holders of the Warrants exercise such Warrants in full for cash following stockholder approval, the Company would receive additional gross proceeds of approximately $6.0 million. However, the Company cannot predict when or if the Warrants will be exercised for cash or exercised at all. It is possible that the Warrants may be exercised on a cashless (net) basis as described below or may expire and never be exercised. The Company currently plans to use the net proceeds from the Offering for working capital and general corporate purposes.

The Company has also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchaser in which it has agreed to file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of all of the Common Stock issuable upon exercise of the Pre-Funded Warrants and the Warrants within fifteen calendar days after the date of the Registration Rights Agreement, to use best efforts to cause the registration statement to become effective by the 45th calendar day following the date of the Registration Rights Agreement (or, in the event of a “full review” by the SEC, the 75th calendar day) and to maintain the effectiveness thereof until the date that all registrable securities covered by such registration statement (i) have been sold, thereunder or pursuant to Rule 144 under the Securities Act, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.

 

The Warrants and the Placement Agent Warrants will not be exercisable until, and are subject to, approval by the Company’s stockholders of the issuance of the shares of Common Stock issuable upon exercise of the Warrants and the Placement Agent Warrants, respectively (together, the “Warrant Shares”). The Company intends to submit the issuance of the Warrant Shares upon exercise of the Warrants and Placement Agent Warrants, as the case may be, for approval of its shareholders, but there can be no assurance that such


approval will be obtained. A holder of the Warrants or the Placement Agent Warrants will not have the right to exercise any portion of such warrants if such holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of Common Stock outstanding immediately after giving effect to such exercise. If at the time of exercise of the Warrants or the Placement Agent Warrants, as the case may be, there is no effective registration statement registering the Warrant Shares for resale or the prospectus contained therein is not available for the resale of the Warrant Shares by their holder, then such warrants may also be exercised, in whole or in part, by cashless (net) exercise. The exercise price of the Warrants and the Placement Agent Warrants is subject to customary adjustment for stock splits, stock dividends, stock combinations, and similar capital transactions or such other event as further described in such warrants.

The securities sold in the Offering were sold pursuant to an exemption from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The Purchaser represented to the Company that it is an accredited investor and has purchased the securities as an investment in a private placement that did not involve a general solicitation. The issuance of the shares of Common Stock to be issued upon exercise of the Pre-Funded Warrants, Warrants, and Placement Agent Warrants have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements. This Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

The foregoing descriptions of the documents referred to do not purport to be complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreement, the Registration Rights Agreement, the form of Pre-Funded Warrant, the form of Warrants, and the form of Placement Agent Warrant attached hereto as Exhibits 10.1. 10.2, 4.1, 4.2, and 4.3, respectively, each of which is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The disclosure set forth above in Item 1.01 of this Form 8-K relating to (i) the issuance of the Pre-Funded Warrants and Warrants to the Purchaser pursuant to the Securities Purchase Agreement, including the Shares of Common Stock to be issued in connection with exercises of the Pre-Funded Warrants and Warrants, and (ii) the issuance of the Placement Agent Warrants to the Placement Agent (or its designees) pursuant to the Engagement Letter, including the Shares of Common Stock to be issued in connection with exercises of the Placement Agent Warrants, is incorporated by reference herein in its entirety.

 

The maximum number of Shares of Common Stock that may be issued through the exercise of the Pre-Funded Warrants is 4,081,633, subject to customary anti-dilution adjustments. The maximum number of Shares of Common Stock that may be issued through the exercise of the Warrants is 8,163,266, subject to customary anti-dilution adjustments. The maximum number of Shares of Common Stock that may be issued through the exercise of the Placement Agent Warrants is 285,714, subject to customary anti-dilution adjustments.

 

The offer and sale of the Pre-Funded Warrants, Warrants and Shares of Common Stock to be issued in connection with exercises of the Pre-Funded Warrants and Warrants pursuant to the Securities Purchase Agreement and the offer and sale of the Placement Agent Warrants and the Shares of Common Stock to be issued in connection with exercises of the Placement Agent Warrants pursuant to the Engagement Letter was and will be made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. This Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

Item 7.01 Regulation FD Disclosure.

 

The Company issued a press release announcing the Offering on June 26, 2026. The Company issued a press release announcing closing of the Offering on June 29, 2026. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.

 

The information set forth in this Item 7.01 and contained in the press releases furnished as Exhibits 99.1 and 99.2 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 9.01 Financial Statements and Exhibits.

 

Exhibit No.

Description

10.1

Form of Securities Purchase Agreement, dated June 25, 2026, between FibroBiologics, Inc. and the purchaser named


 

 

therein

10.2

 

Form of Registration Rights Agreement, dated June 25, 2026, between FibroBiologics, Inc. and the purchaser named therein

4.1

Form of Pre-Funded Warrant

4.2

Form of Warrants

4.3

Form of Placement Agent Warrant

99.1

Press Release dated June 26, 2026

99.2

Press Release dated June 29, 2026

104

Cover Page Interactive Data File (formatted in Inline XBRL).

 


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:

June 29, 2026

By:

/s/ Pete O'Heeron

 

 

 

Name: Pete O'Heeron
Title: Chief Executive Officer

 


img111178190_0.jpg

Exhibit 99.1

 

FibroBiologics Announces up to $9.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules

$3.0 million upfront with up to approximately $6.0 million of potential additional gross proceeds upon the exercise in full of warrants

HOUSTON, TX, June 26, 2026 -- 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 entered into definitive agreements for the purchase and sale of an aggregate of 4,081,633 shares of common stock (or pre-funded warrants in lieu thereof), series A warrants to purchase up to 4,081,633 shares of common stock and short-term series B warrants to purchase up to 4,081,633 shares of common stock at a purchase price of $0.735 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants in a private placement priced at-the-market under Nasdaq rules. The series A warrants and the short-term series B warrants will have an exercise price of $0.735 per share and will be exercisable on or after the effective date of stockholder approval (the “Stockholder Approval Date”) of the issuance of the shares of common stock upon exercise of the warrants (the “Stockholder Approval”). The series A warrants will expire five years from the later of the Stockholder Approval Date and the effective date (the “Effective Date”) of the resale registration statement registering the shares of common stock issuable upon exercise of the series warrants, and the short-term series B warrants will expire eighteen months from the later of the Stockholder Approval Date and the Effective Date. The private placement is expected to close on or about June 29, 2026, subject to the satisfaction of customary closing conditions.

 

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

 

The gross proceeds from the offering are expected to be approximately $3.0 million, before deducting placement agent's fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the series A and series B warrants, if fully exercised on a cash basis, will be approximately $6.0 million. No assurance can be given that any of the series warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the series warrants. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.

 

The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities issued in the private placement and shares of common stock underlying the warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with investors, the Company has agreed to file a resale registration statement covering the securities described above.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other


 

jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About FibroBiologics, Inc.

 

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.

 

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, the completion of the offering; the satisfaction of customary closing conditions related to the offering; the anticipated use of proceeds therefrom; the potential exercise of the series warrants prior to their expiration and potential proceeds therefrom, and the receipt of Stockholder Approval. 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) the unpredictable relationship between R&D and preclinical results and clinical study results; (c) the ability of FibroBiologics to successfully prosecute its patent applications, (d) FibroBiologics’ ability to manufacture its product candidates; (e) FibroBiologics’ ability to conduct clinical trials; and (f) market and other conditions. 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.

 

General Inquiries:

info@fibrobiologics.com

 

Investor Contact:

Nic Johnson

Russo Partners

(212) 845-4242

fibrobiologicsIR@russopr.com

 


 

Media Contact:
Liz Phillips
Russo Partners
(347) 956-7697
Elizabeth.phillips@russopartnersllc.com 

 

 


img112101711_0.jpg

Exhibit 99.2

 

FibroBiologics Announces Closing of up to $9.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules

$3.0 million upfront with up to approximately $6.0 million of potential additional gross proceeds upon the exercise in full of warrants

HOUSTON, TX, June 29, 2026 -- 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 the closing of its previously announced private placement for the purchase and sale of an aggregate of 4,081,633 shares of common stock (or pre-funded warrants in lieu thereof), series A warrants to purchase up to 4,081,633 shares of common stock and short-term series B warrants to purchase up to 4,081,633 shares of common stock at a purchase price of $0.735 per share of common stock (or $0.73499 per pre-funded warrant in lieu thereof) and accompanying warrants priced at-the-market under Nasdaq rules. The series A warrants and the short-term series B warrants have an exercise price of $0.735 per share and are exercisable on or after the effective date of stockholder approval (the “Stockholder Approval Date”) of the issuance of the shares of common stock upon exercise of the warrants (the “Stockholder Approval”). The series A warrants expire five years from the later of the Stockholder Approval Date and the effective date (the “Effective Date”) of the resale registration statement registering the shares of common stock issuable upon exercise of the series warrants, and the short-term series B warrants expire eighteen months from the later of the Stockholder Approval Date and the Effective Date.

 

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

 

The gross proceeds from the offering were approximately $3.0 million, before deducting placement agent's fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the series A and series B warrants, if fully exercised on a cash basis, will be approximately $6.0 million. No assurance can be given that any of the series warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the series warrants. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.

 

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities issued in the private placement and shares of common stock underlying the warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with investors, the Company has agreed to file a resale registration statement covering the securities described above.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other


 

jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About FibroBiologics, Inc.

 

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.

 

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, the anticipated use of proceeds from the offering; the potential exercise of the series warrants prior to their expiration and potential proceeds therefrom, and the receipt of Stockholder Approval. 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) the unpredictable relationship between R&D and preclinical results and clinical study results; (c) the ability of FibroBiologics to successfully prosecute its patent applications, (d) FibroBiologics’ ability to manufacture its product candidates; (e) FibroBiologics’ ability to conduct clinical trials; and (f) market and other conditions. 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.

 

General Inquiries:

info@fibrobiologics.com

 

Investor Contact:

Nic Johnson

Russo Partners

(212) 845-4242

fibrobiologicsIR@russopr.com

 


 

Media Contact:
Liz Phillips
Russo Partners
(347) 956-7697
Elizabeth.phillips@russopartnersllc.com 

 

 


FAQ

What did FibroBiologics (FBLG) announce in this 8-K filing?

FibroBiologics announced a private placement financing providing $3.0 million in gross proceeds. The deal includes shares or pre-funded warrants plus two series of common stock warrants, with potential additional gross proceeds of about $6.0 million if all warrants are exercised for cash.

How much capital is FibroBiologics (FBLG) raising in the private placement?

FibroBiologics is raising $3.0 million in gross proceeds upfront in the private placement. Net proceeds are about $2.6 million after fees, with up to approximately $6.0 million of additional gross proceeds possible if the series A and series B warrants are fully exercised for cash.

What securities are issued in FibroBiologics’ (FBLG) private placement?

The transaction covers 4,081,633 shares of common stock or pre-funded warrants, plus series A and short-term series B warrants for another 4,081,633 shares each. All are priced at $0.735 per share (or $0.73499 per pre-funded warrant) in a private placement under Nasdaq at-the-market pricing rules.

How will FibroBiologics (FBLG) use the proceeds from this offering?

FibroBiologics plans to use the net proceeds from the private placement for working capital and general corporate purposes. As a clinical-stage biotechnology company, these funds can support ongoing development activities, operating expenses, and other corporate needs disclosed in its broader business plans.

What are the key terms of the warrants issued by FibroBiologics (FBLG)?

The series A and short-term series B warrants each cover up to 4,081,633 shares at a $0.735 exercise price. They become exercisable after stockholder approval and a resale registration becomes effective, with expirations five years and eighteen months, respectively, from the later of those triggering dates.

Are FibroBiologics’ (FBLG) private placement securities registered with the SEC?

No, the securities are being offered in a private placement relying on Section 4(a)(2) and/or Regulation D exemptions. The shares and underlying warrant shares are unregistered and may only be resold under an effective registration statement or a valid exemption, supported by a resale registration rights agreement.

Filing Exhibits & Attachments

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