FibroBiologics (NASDAQ: FBLG) investors approve reverse split and warrant shares

Rhea-AI Filing Summary

FibroBiologics, Inc. held a Special Meeting of Stockholders where all proposals were approved, including a key change to its capital structure. Stockholders authorized the Board to implement a reverse stock split of common and preferred stock at a ratio between 1-for-5 and 1-for-30 at the Board’s discretion within one year of approval. They also approved several proposals under Nasdaq Listing Rule 5635(d) allowing issuance of shares upon exercise of outstanding common warrants tied to prior securities purchase agreements and an engagement letter with H.C. Wainwright & Co., LLC. Attendance represented 54,974,113 votes out of 99,019,722 entitled to vote as of the record date.

Insights

Equity Capital Markets Analyst

Shareholders cleared reverse split flexibility and warrant share issuances.

FibroBiologics received stockholder approval for a flexible reverse stock split range of 1-for-5 to 1-for-30, to be implemented at the Board’s discretion within one year. This gives the company broad authority to adjust its share count and per-share price.

Investors also approved multiple proposals under Nasdaq Listing Rule 5635(d) permitting issuance of specific numbers of common shares upon exercise of outstanding warrants from November and December 2025 financing arrangements and a related engagement letter. These warrants already exist; the votes address exchange rules on share issuance.

Future impact will depend on whether and when the Board elects a specific reverse split ratio and how many warrants are ultimately exercised for common stock. Subsequent company communications and periodic filings can clarify any implementation decisions and resulting changes to share count.

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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): February 20, 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.)
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 5.07 Submission of Matters to a Vote of Security Holders.

FibroBiologics, Inc. (the “Company”) held a Special Meeting of Stockholders on February 20, 2026 (the “Special Meeting”). Proxies for the Special Meeting were solicited by the Board of Directors of the Company (the “Board”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition. At the Special Meeting, shares representing 54,974,113 votes were represented in person or by proxy out of the 99,019,722 votes entitled to be cast as of December 26, 2025, the record date for the Special Meeting. The final votes on the proposals presented at the Special Meeting were as follows:

Proposal No. 1

The adoption of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our issued and outstanding common stock and preferred stock at a ratio not less than 1-for-5 and not greater than 1-for-30, with the exact ratio to be set within that range at the discretion of the Board without further approval or authorization of the Company’s stockholders, prior to the one-year anniversary of the date on which the reverse stock split is approved by stockholders at the Special Meeting, was approved by the following vote:

For		Against		Abstain
53,555,149		1,270,238		148,726

Proposal No. 2

For purposes of Nasdaq Listing Rule 5635(d), the issuance of up to 12,110,203 shares of common stock issuable upon the exercise of outstanding common warrants issued pursuant to that certain Securities Purchase Agreement, dated November 18, 2025, between the Company and the purchaser party thereto, was approved by the following vote:

For		Against		Abstain
47,909,743		1,188,544		200,973

Proposal No. 3

For purposes of Nasdaq Listing Rule 5635(d), the issuance of up to 4,477,614 shares of common stock issuable upon the exercise of outstanding common warrants issued pursuant to those certain Securities Purchase Agreements, each dated November 24, 2025, by and among the Company and the purchasers party thereto, or the November 24 SPA, and up to 313,433 shares of common stock issuable upon the exercise of outstanding common warrants issued pursuant to that certain Engagement Letter, dated November 10, 2025, between the Company and H.C. Wainwright & Co., LLC, or the Engagement Letter, in connection with the November 24 SPA, was approved by the following vote:

For		Against		Abstain
53,481,528		1,266,477		226,108

Proposal No. 4

For purposes of Nasdaq Listing Rule 5635(d), the issuance of up to 5,227,275 shares of common stock issuable upon the exercise of outstanding common warrants issued pursuant to those certain Securities Purchase Agreements, each dated December 14, 2025, by and among the Company and the purchasers party thereto, or the December SPA, and up to 365,909 shares of common stock issuable upon the exercise of outstanding common warrants issued pursuant to the Engagement Letter in connection with the December SPA, was approved by the following vote:

For		Against		Abstain
53,494,108		1,281,247		198,758

Proposal No. 5

The adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional votes in favor of one or more proposals if there are not sufficient votes at the time of the Special Meeting to adopt such proposals or to establish a quorum was approved by the following vote:

For		Against		Abstain
53,687,563		1,079,006		207,544

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:	February 23, 2026	By:	/s/ Pete O'Heeron
		Name: Title:	Pete O'Heeron Chief Executive Officer

FAQ

What did FibroBiologics (FBLG) stockholders approve regarding a reverse stock split?

Stockholders approved an amendment allowing a reverse stock split of common and preferred stock at a ratio between 1-for-5 and 1-for-30. The Board may choose the exact ratio within that range within one year of the stockholder approval date.

How many FibroBiologics votes were represented at the Special Meeting?

Votes representing 54,974,113 shares were present in person or by proxy, out of 99,019,722 votes entitled to be cast as of December 26, 2025. This established a quorum for approving the five proposals presented at the Special Meeting.

What warrant share issuances under Nasdaq Rule 5635(d) did FibroBiologics approve?

Stockholders approved several issuances of common stock upon exercise of outstanding common warrants issued under securities purchase agreements dated November 18 and November 24, 2025, and December 14, 2025, plus additional warrants issued under an engagement letter with H.C. Wainwright & Co., LLC.

How did FibroBiologics stockholders vote on Proposal No. 1 for the reverse split authority?

Proposal No. 1 received 53,555,149 votes for, 1,270,238 votes against, and 148,726 abstentions. This approved amending the certificate of incorporation to authorize a reverse stock split within a 1-for-5 to 1-for-30 range at the Board’s discretion.

What was approved in FibroBiologics Proposal No. 2 related to November 18, 2025 warrants?

Proposal No. 2 approved, for Nasdaq Listing Rule 5635(d) purposes, issuing up to 12,110,203 shares of common stock upon exercise of outstanding common warrants from the November 18, 2025 Securities Purchase Agreement. The vote was 47,909,743 for, 1,188,544 against, and 200,973 abstaining.

What did FibroBiologics Proposal No. 5 about meeting adjournment authorize?

Proposal No. 5 authorized adjournment of the Special Meeting from time to time if necessary to solicit additional votes or establish a quorum. It passed with 53,687,563 votes for, 1,079,006 against, and 207,544 abstentions, ensuring flexibility for future vote-gathering if needed.

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