FibroBiologics raises $0.5M from CSO placement

FibroBiologics is raising about $0.5 million in a private placement to its chief scientific officer through shares and five-year warrants.

Rhea-AI Filing Summary

FibroBiologics, Inc. (FBLG) entered into a securities purchase agreement on September 15, 2026 with its Chief Scientific Officer, Hamid Khoja, Ph.D., for a private placement of 298,508 shares of common stock and accompanying warrants to purchase up to 298,508 additional shares.

The securities are priced at $1.675 per share and accompanying warrant, reflecting a $1.55 consolidated closing bid price on September 14, 2026 plus $0.125 per warrant, for expected gross proceeds of approximately $0.5 million before expenses. The warrants are immediately exercisable at $1.55 per share, have a five-year term, include cashless exercise features and standard anti-dilution adjustments, and may result in up to an additional 298,508 shares being issued. The transaction relies on Section 4(a)(2) and Rule 506(b) exemptions and is intended for general corporate purposes and working capital.

Filing Explained

The financing was not yet completed at filing; it would add 298,508 shares immediately and permit up to 298,508 more through warrants.

The September 15 Form 8-K reports an agreed private placement that was not yet completed at filing; if it closes, FibroBiologics will issue 298,508 common shares and warrants for up to 298,508 more, increasing potential dilution for existing holders.

The offering is unregistered: the filing says the securities may not be offered or sold in the United States unless an effective registration statement or an applicable exemption applies. Under the dilution definition, issuing the shares would reduce an existing holder’s percentage ownership absent offsetting changes; the warrants create additional potential dilution only if exercised.

As of June 30, 2026, the company had $3.515 million of cash and reported negative operating cash flow of $3.291 million for the quarter. The filing identifies the expected net proceeds as intended for general corporate purposes and working capital.

The filing’s next state marker is satisfaction of customary closing conditions on September 15, 2026; it does not state that closing had occurred when filed.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Shares sold: 298,508 shares Warrants issued: 298,508 warrants Offering price: $1.675 per share and accompanying warrant +5 more

8 metrics

Shares sold 298,508 shares Common stock issued in the private placement to the Chief Scientific Officer

Warrants issued 298,508 warrants Maximum number of common shares issuable upon exercise of the warrants

Offering price $1.675 per share and accompanying warrant Private placement price based on $1.55 share price plus $0.125 per warrant

Gross proceeds Approximately $0.5 million Expected gross proceeds to the company before offering expenses

Warrant exercise price $1.55 per share Exercise price for shares issuable under the warrants

Warrant term 5 years Warrants expire on the five-year anniversary of the date of issuance

Shares issuable on exercise 298,508 shares Maximum number of common shares issuable through warrant exercises, subject to adjustments

Transaction date September 15, 2026 Date of the securities purchase agreement between the company and the purchaser

Key Terms

securities purchase agreement, private placement, cashless exercise, anti-dilution adjustments, +2 more

6 terms

securities purchase agreement financial

"entered into a securities purchase agreement (the “SPA”)"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement financial

"shares of Common Stock ... in a private placement (the “Offering”)"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

cashless exercise financial

"The Warrants will expire ... and contain cashless exercise provisions."

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

anti-dilution adjustments financial

"The Warrants also contain standard anti-dilution adjustments to the exercise price"

Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.

Section 4(a)(2) of the Securities Act regulatory

"offered and sold pursuant to the exemption provided in Section 4(a)(2)"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Rule 506(b) of Regulation D regulatory

"and Rule 506(b) of Regulation D promulgated thereunder"

Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

FibroBiologics announced a private placement of 298,508 shares of common stock and accompanying warrants to purchase up to 298,508 additional shares, sold to its Chief Scientific Officer under a securities purchase agreement dated September 15, 2026.

How much capital will FibroBiologics (FBLG) raise from this private placement?

The company expects gross proceeds of approximately $0.5 million from the offering, before deducting estimated expenses. The shares and warrants are sold at $1.675 per share and accompanying warrant.

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

The warrants allow purchase of up to 298,508 shares at an exercise price of $1.55 per share, are exercisable at any time after issuance, have a five-year term, include cashless exercise, and contain standard anti-dilution adjustments.

Who is purchasing the FibroBiologics (FBLG) securities in this transaction?

The purchaser is Hamid Khoja, Ph.D., FibroBiologics’ Chief Scientific Officer, buying 298,508 shares of common stock and accompanying warrants under the securities purchase agreement.

What exemptions from registration does FibroBiologics (FBLG) rely on for this offering?

The offering is being made under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, so the securities are unregistered and may be resold only under an effective registration statement or a valid exemption.

How will FibroBiologics (FBLG) use the proceeds from the private placement?

FibroBiologics intends to use the net proceeds from the offering for general corporate purposes and working capital, as stated in the disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false000195877700019587772026-09-152026-09-15

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): September 15, 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 September 15, 2026, FibroBiologics, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with Hamid Khoja, Ph.D., the Company’s Chief Scientific Officer (the “Purchaser”), relating to the issuance and sale of 298,508 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), and accompanying warrants to purchase up to 298,508 shares of Common Stock (the “Warrants”), in a private placement (the “Offering”). Pursuant to the SPA, the Company will issue the 298,508 shares of common stock and the accompanying Warrants to the Purchaser at an offering price of $1.675 per share and accompanying Warrant, which was equal to the consolidated closing bid price of our Common Stock on The Nasdaq Capital Market on September 14, 2026 of $1.55 per share plus $0.125 per Warrant. The gross proceeds to the Company from the Offering are expected to be approximately $0.5 million, before deducting estimated Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general corporate purposes and working capital. The Offering is expected to close on September 15, 2026, subject to the satisfaction of customary closing conditions.

The Warrants will be exercisable at any time after the date of issuance and will have an exercise price of $1.55 per share. The Warrants will expire on the five-year anniversary of the date of issuance and contain cashless exercise provisions. The Warrants also contain standard anti-dilution adjustments to the exercise price including for stock splits, stock dividends, rights offerings and pro rata distributions.

The SPA contains customary representations, warranties and agreements by the Company and Purchaser and customary conditions to closing. The representations, warranties and covenants contained in the SPA were made only for purposes of the SPA and as of a specific date, were solely for the benefit of the parties to the SPA, and may be subject to limitations agreed upon by the contracting parties.

The foregoing descriptions of the SPA and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA and Warrant attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively, which are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 related to the Offering is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchaser in the SPA, the offer and sale of the securities to be issued in the Offering are being offered and sold pursuant to the exemption provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated thereunder and have not been registered under the Securities Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirement of the Securities Act and such applicable state securities laws. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy the securities described herein.

The maximum number of shares of Common Stock of the Company that may be issued through the exercise of the Warrants is 298,508 shares, subject to anti-dilution adjustments.

Item 9.01 Financial Statements and Exhibits.

4.1 Form of Common Stock Purchase Warrant

10.1 Securities Purchase Agreement dated September 15, 2026, between FibroBiologics, Inc. and Hamid Khoja, Ph.D.

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:	September 15, 2026	By:	/s/ Pete O'Heeron
			Name: Pete O'Heeron Title: Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 215.4 KB

Other Documents

• EX-4.1 EX-4.1 133.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.3 KB