FibroBiologics (NASDAQ: FBLG) closes $3M stock and warrant offering
Rhea-AI Filing Summary
FibroBiologics, Inc. completed a best-efforts public offering of 2,272,728 shares of common stock or equivalents and accompanying warrants, raising approximately $3 million in gross proceeds at a combined price of $1.32 per share and warrant. Net proceeds were about $2.5 million after fees, and are earmarked for working capital and general corporate purposes.
Investors also received warrants to purchase up to 2,272,728 additional shares at $1.32 per share, exercisable only after stockholder approval and expiring five years after that approval. If fully exercised for cash, these warrants could provide roughly $3 million in additional gross proceeds. Pre-funded warrants, issued at $1.31999 with a $0.00001 exercise price, are immediately exercisable and do not expire, subject to 9.99% beneficial ownership limits, while the other warrants and placement agent warrants carry a 4.99% ownership cap.
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Insights
FibroBiologics raises $3M with stock, pre-funded warrants and contingent warrants, modestly extending its cash runway.
FibroBiologics completed a $3 million best-efforts offering of common stock or equivalents plus matching warrants at $1.32. Net proceeds of about $2.5 million support working capital and general corporate uses, a common step for clinical-stage biotech funding ongoing R&D.
The structure adds potential overhang: up to 2,272,728 warrant shares at $1.32 and 159,091 placement agent warrant shares at $1.65, both subject to stockholder approval and ownership caps of 4.99% or 9.99%. Actual dilution depends on future warrant exercises, which the company notes may never occur or may be cashless.
The company agreed to a 30-day lock-up on new equity issuance and similar lock-ups for executives and directors, plus a one-year prohibition on variable rate transactions, limiting near-term additional equity financing flexibility. Subsequent disclosures on stockholder approval and cash usage will clarify how this raise fits into FibroBiologics’ broader funding plan.
8-K Event Classification
Key Figures
Key Terms
best-efforts public offering financial
Pre-Funded Warrants financial
Variable Rate Transaction financial
cashless (net) exercise financial
beneficially own in excess of 4.99% financial
emerging growth company regulatory
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
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Securities registered pursuant to Section 12(b) of the Act:
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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 March 31, 2026, FibroBiologics, Inc. (the “Company”) commenced a best-efforts public offering (the “Offering”) of (i) 1,028,788 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), (ii) pre-funded warrants in lieu of Shares to purchase up to 1,243,940 shares of Common Stock (“Pre-Funded Warrants”), and (iii) warrants to purchase one share of its Common Stock for each Share of Common Stock and/or Pre-Funded Warrants purchased for an aggregate of up to 2,272,728 shares of Common Stock (the “Warrants”). Certain of the investors purchased their Shares and Pre-Funded Warrants, together with the accompanying Warrants, pursuant to a securities purchase agreement, dated March 31, 2026, by and among the Company and such investors (the “Purchase Agreement”). The combined public offering price for each share of Common Stock, together with an accompanying Warrant to purchase one share of Common Stock, is $1.32 (the “Offering Price”), and the combined public offering price for each Pre-Funded Warrant, together with an accompanying Warrant to purchase one share of Common Stock, is $1.31999 (equal to the Offering Price, minus $0.00001, the exercise price of each Pre-Funded Warrant). The exercisability of the Warrants is subject to stockholder approval as described below. The exercise price of the Warrants is $1.32 per share. The Offering closed on April 2, 2026.
The net proceeds to the Company from the Offering were approximately $2.5 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 $3.0 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.
Pursuant to the terms of the Purchase Agreement, the Company has agreed, subject to limited exceptions, for a period ending thirty days following the closing of the Offering, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents. The Company has also agreed not to enter into a Variable Rate Transaction (as defined in the Purchase Agreement) for one year after the completion of the Offering, subject to limited exceptions. In addition, the Company agreed and its executive officers and directors entered into lock-up agreements pursuant to which they agreed that, without the prior written consent of the Placement Agent, subject to certain exceptions, not to sell, offer, agree to sell, contract to sell, hypothecate, pledge, grant any option to purchase, make any short sale of, or otherwise dispose of or hedge, directly or indirectly, any shares of the Company’s capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock, for a period of thirty days after April 2, 2026.
H.C. Wainwright & Co., LLC acted as the exclusive placement agent (the “Placement Agent”) on a “reasonable best efforts” basis, 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 $100,000. Additionally, the Company issued to the Placement Agent (or its designees) warrants to purchase 7.0% of the number of Shares of Common Stock sold in the Offering (or warrants to purchase up to 159,091 shares of Common Stock), at an exercise price of $1.65 per share (the “Placement Agent Warrants”). The exercisability of the Placement Agent Warrants is subject to stockholder approval as described below. The Placement Agent Warrants will expire five years from the commencement of sales in the Offering. Except as provided above, the Placement Agent Warrants will have substantially the same terms as the Warrants.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, 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 Offering was made pursuant to the Company’s effective registration statement on Form S-1 (Registration Statement No. 333-294713) that was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2026, and became effective on March 31, 2026, the preliminary prospectus contained therein, and a final prospectus that was filed with the SEC on April 1, 2026.
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 Warrants will expire five years following the date of the stockholder approval, if it is obtained. The Placement Agent Warrants will expire five years from the commencement of sales in the Offering. 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 Pre-Funded Warrants have an exercise price of $0.00001 per share of Common Stock, are exercisable at any time and do not expire. A holder of the Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of Common Stock outstanding immediately after giving effect to such exercise. 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 foregoing summaries of the Purchase Agreement, Pre-Funded Warrant, Warrant, and Placement Agent Warrant do not purport to be complete and are subject to and are qualified in their entirety by copies of the forms of such documents filed as Exhibits 10.1, 4.1, 4.2, and 4.3 respectively, to this Current Report on Form 8-K (“Form 8-K”) and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release announcing the Offering on March 31, 2026. The Company issued a press release announcing closing of the Offering on April 2, 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. |
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Description |
10.1 |
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Form of Securities Purchase Agreement, dated March 31, 2026, between FibroBiologics, Inc. and the purchasers named therein |
4.1 |
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Form of Warrant |
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Form of Pre-Funded Warrant |
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Form of Placement Agent Warrant |
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Press Release dated March 31, 2026 |
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Press Release dated April 2, 2026 |
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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.
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FibroBiologics, Inc. |
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Date: |
April 2, 2026 |
By: |
/s/ Peter O'Heeron |
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Peter O'Heeron |
EXHIBIT 99.1
FibroBiologics Announces Pricing of $3 Million Public Offering
HOUSTON, TX, March 31, 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 pricing of a best efforts public offering of an aggregate of 2,272,728 shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 2,272,728 shares of common stock (the “Warrants”), at a combined public offering price of $1.32 per share (or per common stock equivalent in lieu thereof) and accompanying Warrant. The Warrants will have an exercise price of $1.32 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Warrants (the “Stockholder Approval”) and will expire on the five-year anniversary of the date of Stockholder Approval. The closing of the offering is expected to occur on or about April 2, 2026, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The aggregate gross proceeds to the Company from the offering are expected to be approximately $3 million, before deducting the placement agent's fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Warrants, if fully exercised on a cash basis, will be approximately $3 million. No assurance can be given that any of the Warrants will be exercised. 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 pursuant to a registration statement on Form S-1 (File No. 333-294713), which was declared effective by the Securities and Exchange Commission (the "SEC") on March 31, 2026. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC and is available on the SEC's website at http://www.sec.gov and a final prospectus relating to the offering will be filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC's website at http://www.sec.gov and may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
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 exercise of the Warrants prior to their expiration, 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; and (e) FibroBiologics’ ability to conduct clinical trials. 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
EXHIBIT 99.2
FibroBiologics Announces Closing of $3 Million Public Offering
HOUSTON, TX, April 2, 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 best efforts public offering of an aggregate of 2,272,728 shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 2,272,728 shares of common stock (the “Warrants”), at a combined public offering price of $1.32 per share (or per common stock equivalent in lieu thereof) and accompanying Warrant. The Warrants have an exercise price of $1.32 per share and are exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the Warrants (the “Stockholder Approval”) and will expire on the five-year anniversary of the date of Stockholder Approval.
H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.
The aggregate gross proceeds to the Company from the offering were approximately $3 million, before deducting the placement agent's fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Warrants, if fully exercised on a cash basis, will be approximately $3 million. No assurance can be given that any of the Warrants will be exercised. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.
The securities described above were being offered pursuant to a registration statement on Form S-1 (File No. 333-294713), which was declared effective by the Securities and Exchange Commission (the "SEC") on March 31, 2026. The offering was made only by means of a prospectus forming part of the effective registration statement relating to the offering. Electronic copies of the final prospectus may be obtained on the SEC's website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
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 exercise of the Warrants prior to their expiration, 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; and (e) FibroBiologics’ ability to conduct clinical trials. 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