FibroBiologics (NASDAQ: FBLG) sets up $6,150,000 at-the-market stock program

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

FibroBiologics, Inc. entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC allowing it to sell shares of common stock with an aggregate offering price of up to $6,150,000 from time to time. Any net proceeds are expected to be used for working capital and general corporate purposes.

The Sales Agent will conduct sales as at-the-market offerings under an existing shelf registration statement on Form S-3 and a related prospectus supplement. FibroBiologics will pay a 3.0% commission on gross proceeds and reimburse specified legal and due diligence expenses. The company is not obligated to sell any shares and the ATM program can end once all authorized shares are sold or the agreement is terminated.

8-K Event Classification

2 items: 1.01, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM aggregate offering limit: $6,150,000 Sales agent commission: 3.0% of gross proceeds Initial legal fee reimbursement: $100,000 +2 more

5 metrics

ATM aggregate offering limit $6,150,000 Maximum common stock that may be sold under ATM agreement

Sales agent commission 3.0% of gross proceeds Fee on each share sale through H.C. Wainwright

Initial legal fee reimbursement $100,000 Reasonable fees and expenses of Sales Agent’s counsel at signing

10-K due diligence update fee $5,000 per session Reimbursable per due diligence session for annual filings or material amendments

10-Q due diligence update fee $3,500 per session Reimbursable per due diligence session for quarterly filings

Key Terms

At The Market Offering Agreement, at the market offering, shelf registration statement on Form S-3, prospectus supplement, +1 more

5 terms

At The Market Offering Agreement financial

"entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC"

at the market offering financial

"made by any method that is deemed an “at the market offering” as defined in Rule 415"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

shelf registration statement on Form S-3 regulatory

"pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-284663)"

A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.

prospectus supplement regulatory

"and a prospectus supplement to be filed relating to the offer and sale of the shares"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnification and contribution regulatory

"agreed to provide the Sales Agent and certain affiliates with customary indemnification and contribution rights"

Understanding 8-K Material Events →

05/01/2026 - 04:01 PM

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): May 01, 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 May 1, 2026, FibroBiologics, Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent”) under which the Company may issue and sell in a registered offering shares of its common stock, par value $0.00001 per share (the “Common Stock”), having an aggregate offering price of up to $6,150,000 from time to time through or to the Sales Agent (the “ATM Offering”). The Company expects to use net proceeds, if any, from the ATM Offering over time as a source for working capital and general corporate purposes.

Sales of Common Stock through the Sales Agent, if any, will be made by any method that is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agent will use its commercially reasonable efforts, consistent with applicable state and federal law, rules and regulations and rules of the Nasdaq Capital Market, to make such offerings consistent with its normal trading and sales practices. The Company will pay the Sales Agent an aggregate of 3.0% of the gross proceeds of the sales price per share of Common Stock sold through the Sales Agent under the Sales Agreement. In addition, the Company also will reimburse the Sales Agent for $100,000 for reasonable fees and expenses incurred by its legal counsel in connection with entering into the transactions contemplated by the Sales Agreement (excluding any periodic due diligence fees) and up to $5,000 per due diligence session update in connection with filing its Annual Report on Form 10-K or a material amendment to the Registration Statement, prospectus or prospectus supplement, and $3,500 per applicable due diligence update session in connection with filing Quarterly Reports on Form 10-Q pursuant to the terms of the Sales Agreement, plus any incidental expense incurred by Wainwright in connection therewith.

The Company also may sell some or all of the shares of Common Stock to the Sales Agent as principal for its own account at a price agreed upon at the time of sale. The Company has agreed to provide the Sales Agent and certain affiliates of the Sales Agent with customary indemnification and contribution rights, including for liabilities under the Securities Act of 1933, as amended.

The Company is not obligated to make any sales of its Common Stock under the Sales Agreement and no assurance can be given that the Company will sell any shares under the Sales Agreement, or, if it does, as to the price or amount of shares that the Company will sell, or the dates on which any such sales will take place. The offering pursuant to the ATM Prospectus Supplement (as defined below) will terminate upon the earlier of (i) the sale of all of the Company’s Common Stock subject to the ATM Prospectus Supplement having an aggregate offering price of up to $6,150,000, or (ii) termination of the Sales Agreement as provided therein.

The shares of Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-284663), which was filed with the Securities and Exchange Commission (the “SEC”) on February 3, 2025, and declared effective by the SEC on February 10, 2025, including the base prospectus contained therein, and a prospectus supplement to be filed relating to the offer and sale of the shares pursuant to the Sales Agreement (the “ATM Prospectus Supplement”).

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. In connection with the Sales Agreement, the Company is filing the opinion and consent of its counsel, Sichenzia Ross Ference Carmel LLP, regarding the validity of the shares of Common Stock that may be sold pursuant to the Sales Agreement as Exhibits 5.1 and 23.1 to this Current Report on Form 8-K, which are incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description
1.1		At The Market Offering Agreement dated May 1, 2026 between the Company and H.C. Wainwright & Co., LLC
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
23.1		Consent of Sichenzia Ross Ference Carmel LLP (included in the opinion filed as Exhibit 5.1)
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:	May 1, 2026	By:	/s/ Pete O'Heeron
			Name: Pete O'Heeron Title: Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What ATM program did FibroBiologics (FBLG) establish with H.C. Wainwright?

FibroBiologics entered an At The Market Offering Agreement with H.C. Wainwright, enabling sales of common stock up to an aggregate $6,150,000. Shares may be issued over time as needed, giving the company flexible access to equity capital under its existing shelf registration.

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

FibroBiologics expects to use any net proceeds from the ATM offering for working capital and general corporate purposes. This means funds could support operating expenses, growth initiatives, or other general needs as determined by the company over time.

What fees will FibroBiologics pay H.C. Wainwright under the ATM agreement?

FibroBiologics will pay H.C. Wainwright a 3.0% commission on gross proceeds from sold shares. It will also reimburse $100,000 of legal fees plus up to $5,000 per Form 10-K due diligence update and $3,500 per Form 10-Q update, plus incidental expenses.

Is FibroBiologics required to sell shares under the ATM program?

FibroBiologics is not obligated to sell any shares under the ATM agreement. The company may choose whether and when to sell stock, and there is no assurance that any shares will be sold, at what price, or on which dates.

How long will FibroBiologics’ $6,150,000 ATM offering remain available?

The ATM offering will terminate upon the earlier of selling all common stock authorized under the $6,150,000 aggregate offering limit or termination of the Sales Agreement. Termination terms are governed by the agreement between FibroBiologics and H.C. Wainwright.

Under what registration is FibroBiologics’ ATM offering being conducted?

Shares sold through the ATM will be issued under FibroBiologics’ shelf registration statement on Form S-3, Registration No. 333-284663. This registration became effective with the SEC on February 10, 2025 and will be supplemented by a specific ATM prospectus supplement.

Filing Exhibits & Attachments

3 documents