FibroBiologics holders approve 8.4M warrant shares

FibroBiologics won shareholder approval for warrant-related share issuances and raised about $0.5 million in a private placement with its chief scientific officer.

Rhea-AI Filing Summary

FibroBiologics, Inc. (FBLG) reports that stockholders approved, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance of up to 8,163,266 shares of common stock upon exercise of warrants issued under a June 25, 2026 Securities Purchase Agreement and up to 285,714 shares upon exercise of additional warrants issued under an engagement letter with H.C. Wainwright & Co., LLC. At the September 17, 2026 Special Meeting, 3,431,761 votes were represented out of 8,283,193 entitled votes, and the proposal passed with 3,153,098 for, 258,217 against, and 20,446 abstentions.

The company also closed a $0.5 million private placement on September 15, 2026 with Chief Scientific Officer Hamid Khoja, Ph.D., involving 298,508 shares of common stock and accompanying warrants to purchase up to 298,508 shares. Each share-and-warrant unit was sold at $1.675, reflecting a common share value of $1.55 plus $0.125 per warrant. The warrants are immediately exercisable at $1.55 per share and expire five years from issuance, with net proceeds intended for general corporate purposes and working capital.

8-K Event Classification

3 items: 5.07, 7.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Votes represented at Special Meeting: 3,431,761 votes Votes entitled at Special Meeting: 8,283,193 votes Proposal approval votes: 3,153,098 for; 258,217 against; 20,446 abstain +5 more

8 metrics

Votes represented at Special Meeting 3,431,761 votes Votes represented out of 8,283,193 entitled as of July 20, 2026

Votes entitled at Special Meeting 8,283,193 votes Total votes entitled as of July 20, 2026 record date

Proposal approval votes 3,153,098 for; 258,217 against; 20,446 abstain Vote on warrant-related share issuance under Nasdaq Listing Rule 5635(d)

Shares issuable under SPA warrants 8,163,266 shares Common stock issuable upon exercise of outstanding warrants from June 25, 2026 SPA

Shares issuable under engagement letter warrants 285,714 shares Common stock issuable upon exercise of warrants issued under H.C. Wainwright engagement letter

Private placement gross proceeds $0.5 million Proceeds from September 15, 2026 private placement with the Chief Scientific Officer

Units sold in private placement 298,508 shares and warrants for 298,508 shares Common stock and accompanying warrants sold to Hamid Khoja, Ph.D.

Private placement pricing and warrant terms $1.675 per unit; $1.55 warrant exercise price; 5-year term Each share plus warrant priced at-the-market under Nasdaq rules

Key Terms

Nasdaq Listing Rule 5635(d), private placement, at-the-market, Section 4(a)(2) of the Securities Act, +1 more

5 terms

Nasdaq Listing Rule 5635(d) regulatory

"For purposes of Nasdaq Listing Rule 5635(d), the issuance of up to"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

private placement financial

"announced the closing of a private placement on September 15, 2026"

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.

at-the-market financial

"accompanying warrants to purchase up to 298,508 shares of common stock, priced at-the-market"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

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

"pursuant to the exemption provided in Section 4(a)(2) of the Securities Act"

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 did FibroBiologics (FBLG) shareholders approve at the September 17, 2026 special meeting?

Shareholders approved, for purposes of Nasdaq Listing Rule 5635(d), the potential issuance of up to 8,163,266 shares under warrants from a June 25, 2026 Securities Purchase Agreement and up to 285,714 shares under warrants from an engagement letter with H.C. Wainwright & Co., LLC.

How many FibroBiologics (FBLG) votes were cast at the special meeting and how did the proposal fare?

At the September 17, 2026 meeting, 3,431,761 votes were represented out of 8,283,193 entitled. The warrant-related share issuance proposal received 3,153,098 votes for, 258,217 against, and 20,446 abstentions, and was approved.

What are the key terms of FibroBiologics’ $0.5 million private placement with its CSO?

On September 15, 2026, FibroBiologics sold 298,508 shares and accompanying warrants for up to 298,508 shares to its CSO at $1.675 per share-and-warrant unit, generating about $0.5 million in gross proceeds. Warrants are exercisable at $1.55 per share for five years.

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

FibroBiologics states that it intends to use the approximately $0.5 million in gross proceeds from the September 15, 2026 private placement for general corporate purposes and working capital.

At what price were FibroBiologics (FBLG) securities sold in the private placement?

Each share of common stock plus accompanying warrant was sold at a combined price of $1.675, reflecting the consolidated closing bid price of $1.55 per share on September 14, 2026, plus $0.125 allocated to the warrant.

Under what exemptions were the FibroBiologics (FBLG) private placement securities issued?

The securities in the private placement were issued in reliance on exemptions under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, and have not been registered under the Securities Act or state securities laws.

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

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Available on EDGAR 09/18/2026 - 04:05 PM Accepted by SEC EDGAR 09/18/2026 - 04:05 PM Learn about SEC filing dates

0001958777false00019587772026-09-172026-09-17

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 17, 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 5.07 Submission of Matters to a Vote of Security Holders.

FibroBiologics, Inc. (the “Company”) held a Special Meeting of Stockholders on September 17, 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 3,431,761 votes were represented in person or by proxy out of the 8,283,193 votes entitled to be cast as of July 20, 2026, the record date for the Special Meeting. The final votes on the proposals presented at the Special Meeting were as follows:

Proposal No. 1

For purposes of Nasdaq Listing Rule 5635(d), the issuance of up to 8,163,266 shares of common stock issuable upon the exercise of outstanding common warrants issued pursuant to that certain Securities Purchase Agreement, dated June 25, 2026, by and among the Company and the purchaser party thereto, or the SPA, and up to 285,714 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, as amended on March 12, 2026, in connection with the SPA, was approved by the following vote:

For		Against		Abstain
3,153,098		258,217		20,446

Item 7.01 Regulation FD Disclosure.

On September 17, 2026, the Company issued a press release announcing the closing of a private placement with Hamid Khoja, Ph.D., the Company’s Chief Scientific Officer. A copy of the press release is furnished as Exhibit 99.1 hereto.

On September 18, 2026, the Company posted a presentation (the “Presentation”) to its website at www.fibrobiologics.com under “Presentations” in the “News & Events” subsection of the “Investor Relations” tab.

The information set forth in this Item 7.01, Exhibit 99.1 and in the Presentation 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 of 1933, as amended, 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.		Description
99.1		Press Release dated September 17, 2026
104		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.

			FibroBiologics, Inc.
Date:	September 18, 2026	By:	/s/ Pete O'Heeron
			Name: Pete O'Heeron Title: Chief Executive Officer

Exhibit 99.1

FibroBiologics Announces Closing of $0.5 Million Private Placement with Chief Scientific Officer

HOUSTON, September 17, 2026 /PRNewswire/ -- 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 a private placement on September 15, 2026, with Hamid Khoja, Ph.D., Chief Scientific Officer of FibroBiologics, for the purchase of 298,508 shares of common stock and accompanying warrants to purchase up to 298,508 shares of common stock, priced at-the-market under Nasdaq rules.

Each share of common stock and accompanying warrant was sold at a combined purchase price of $1.675. This price equaled the consolidated closing bid price of the Company's common stock on The Nasdaq Capital Market on September 14, 2026, of $1.55 per share, plus $0.125 per warrant. The warrants have an exercise price of $1.55 per share, are immediately exercisable, and expire five years from the date of issuance.

FibroBiologics received gross proceeds of approximately $0.5 million, before deducting offering expenses. The Company intends to use the net proceeds for general corporate purposes and working capital.

“Dr. Khoja is the scientific architect of our platform, and his decision to increase his investment as a shareholder speaks for itself,” said Pete O'Heeron, Founder and Chief Executive Officer of FibroBiologics. “With CYWC628 advancing in the clinic and our pipeline expanding across wound care, psoriasis and orthopedics, we are focused on execution, and this investment reflects the confidence our leadership team has in the work ahead.”

“I have spent years working with our passionate and dedicated team to build our fibroblast-based platform technology, and our discoveries every day continue to reinforce my confidence in the potential therapeutic capabilities of these cells," said Dr. Khoja. “Investing in FibroBiologics is my personal commitment to the science we are building, the team we have built, and the potential of the therapeutics we are developing for the patients we hope to serve.”

The securities described above were offered and sold in a private placement 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. They have not been registered under the Securities Act or applicable state securities laws. Accordingly, these 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 requirements of the Securities Act and applicable state securities laws.

Exhibit 99.1

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 registration or qualification under the securities laws of any such state or other jurisdiction.

For more information, please visit FibroBiologics' website, email FibroBiologics at info@fibrobiologics.com or follow FibroBiologics on LinkedIn, YouTube, Facebook or X.

About FibroBiologics

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 information concerning the Company’s intended use of proceeds. 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) expectations regarding the initiation, progress and expected results of FibroBiologics' R&D efforts and preclinical studies; (c) the unpredictable relationship between R&D and preclinical results and clinical study results; and (d) the ability of FibroBiologics to successfully prosecute its patent applications. 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

Exhibit 99.1

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 Relations:
Nic Johnson
Russo Partners
(212) 845-4242
fibrobiologicsIR@russopr.com

Media Contact:
Liz Phillips
Russo Partners
(347) 956-7697
Elizabeth.phillips@russopartnersllc.com

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 20.8 KB

Other Documents

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