[8-K] FibroBiologics, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Notice does not immediately halt trading; the company’s common stock will continue to be listed and traded while it addresses compliance.
• 180-calendar-day cure period provided (until February 2, 2026) gives the company a defined window to regain compliance.
• Right to appeal a delisting determination is available if Nasdaq issues a delisting notice.

Negative

• Company does not meet Nasdaq MVLS requirement under Rule 5550(b)(2) requiring a $35.0 million market value of listed securities.
• Risk of delisting if MVLS is not $35.0 million or more for ten consecutive business days before February 2, 2026.
• No assurance an appeal will be successful if Nasdaq proceeds with delisting notification.

Insights

Financial Analyst

TL;DR: Nasdaq notified FBLG that its market value is below the $35.0M threshold; the company has 180 days to cure or face delisting risk.

The notice is a material governance event because it directly threatens continued listing if not cured. The 180-day period provides time to remediate through market capitalization improvement, financing, or corporate actions, but success requires MVLS to close at $35.0 million or more for ten consecutive business days before the February 2, 2026 deadline. Investors should note this is a procedural noncompliance notice rather than an immediate trading suspension; however, failure to cure would trigger delisting proceedings which can materially affect liquidity and valuation.

Corporate Governance Expert

TL;DR: Receipt of a Nasdaq MVLS deficiency letter creates compliance pressure and governance focus but preserves an opportunity to cure within a defined window.

This disclosure indicates the Listing Qualifications Staff concluded the company did not meet Rule 5550(b)(2) MVLS requirements. The company retains standard procedural remedies, including monitoring, remediation actions, and potential appeal after a delisting notice. The absence of immediate listing impact is typical, but governance and communication with shareholders will be important during the cure period to manage expectations and to document any remediation plan or capital actions taken to restore compliance.

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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): August 4, 2025

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.)
455 E. Medical Center Blvd, Suite 300
Houston, Texas				77598
(Address of Principal Executive Offices)				(Zip Code)

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

Not Applicable

(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 4, 2025, FibroBiologics, Inc. (the “Company”) received a notification letter from the Listing Qualifications Staff (the "Staff") of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it does not meet the requirement in Nasdaq Listing Rule 5550(b)(2) to maintain a minimum Market Value of Listed Securities (“MVLS”) of $35.0 million that is required for continued listing on The Nasdaq Capital Market (the “Notice”).

The Notice has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on The Nasdaq Capital Market subject to the Company’s continued compliance with the other listing requirements.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has a period of 180 calendar days, or until February 2, 2026, to regain compliance with this requirement. To regain compliance, the Company’s MVLS must close at $35.0 million or more for a minimum of ten consecutive business days at any time before February 2, 2026. If the Company does not regain compliance with Rule 5550(b)(2) by February 2, 2026, Nasdaq will notify the Company that its securities are subject to delisting. In the event of such notification, the Company may appeal the Staff’s determination to delist its securities, but there can be no assurance the Staff will grant the Company’s request for continued listing.

The Company will continue to monitor its MVLS and may, as appropriate, consider available options to regain compliance.

This Current Report on Form 8-K is filed to satisfy the obligation under Nasdaq Listing Rule 5810(b) and Item 3.01(a) of Form 8-K that the Company publicly disclose the receipt of the Notice within four (4) business days after the date of the Notice.

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:	August 8, 2025	By:	/s/ Pete O'Heeron
		Name: Title:	Pete O'Heeron Chief Executive Officer

FAQ

What did FibroBiologics (FBLG) disclose about Nasdaq compliance?

The company disclosed it received a Nasdaq notice that it does not meet the $35.0 million MVLS requirement and has a 180-day cure period to regain compliance.

How long does FBLG have to regain Nasdaq compliance?

FibroBiologics has 180 calendar days from the notice date to regain compliance, until February 2, 2026.

What must FBLG achieve to regain compliance with Nasdaq Rule 5550(b)(2)?

The company’s Market Value of Listed Securities must close at $35.0 million or more for ten consecutive business days before the cure deadline.

Does the Nasdaq notice immediately affect FBLG’s stock trading?

No. The notice has no immediate impact on listing and trading while the company remains subject to other listing requirements.

What happens if FBLG does not regain compliance by the deadline?

If the company fails to regain compliance, Nasdaq will notify it that the securities are subject to delisting, and the company may appeal.