STOCK TITAN

FibroBiologics, Inc. 8-K Filings

FBLG NASDAQ

Every 8-K that FibroBiologics, Inc. (FBLG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow FBLG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FBLG filings page.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI Summary

FibroBiologics, Inc. (FBLG), a clinical-stage biotechnology company focused on fibroblast-based therapeutics, reported that its Board appointed Leigh Steinberg as a Class II director effective August 20, 2026, with a term running until the 2028 annual meeting of stockholders. He will receive compensation consistent with other non-employee directors under the company’s Non-Employee Director Compensation Policy and has entered into FibroBiologics’ standard indemnification agreement. The company states that Mr. Steinberg has no related-party transactions requiring disclosure and was not appointed pursuant to any arrangements with other persons. A press release furnished as an exhibit highlights his five decades of sports agency experience, his advocacy for human longevity and brain health, and FibroBiologics’ portfolio of more than 270 patents issued and pending.

Rhea-AI Summary

FibroBiologics, Inc. reports that Nasdaq’s Listing Qualifications staff issued a Staff Determination on July 22, 2026 to delist its securities from The Nasdaq Capital Market. The notice cites noncompliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share.

The company’s bid price closed below $1.00 for 30 consecutive business days from June 8 through July 21, 2026. Because FibroBiologics effected a reverse stock split within the prior year, it is not eligible for the usual 180-day cure period under Nasdaq Listing Rule 5810(c)(3)(A)(iv). Unless it requests an appeal by July 29, 2026, trading is expected to be suspended at the opening of business on July 31, 2026. FibroBiologics intends to timely request a hearing before a Nasdaq Hearings Panel, which will stay delisting actions during the hearing process, but there is no assurance the appeal or any plan to regain compliance will succeed.

Rhea-AI Summary

FibroBiologics, Inc. reported a board change, with Matt Link resigning as a director effective July 2, 2026, and the board appointing Kathleen “Kate” Rubins, Ph.D., as a Class III director effective July 8, 2026, with a term running to the 2029 annual stockholders’ meeting.

Dr. Rubins, a retired NASA astronaut, microbiologist and genomics scientist, becomes a member of the Audit, Compensation, and Governance and Nominating Committees and will receive compensation under the company’s Non-Employee Director Compensation Policy. A press release describing her appointment, including her 300 days in space and leadership at the Trivedi Institute for Space and Global Biomedicine, was furnished as an exhibit.

Rhea-AI Summary

FibroBiologics, Inc. entered into a private placement that provides $3,000,000 in gross proceeds through pre-funded warrants and common stock priced at $0.735 per share. Net proceeds are approximately $2.6 million after fees and expenses, and the company plans to use the cash for working capital and general corporate purposes.

The investor received 4,081,633 shares of common stock or pre-funded warrants plus 4,081,633 short-term warrants and 4,081,633 long-term warrants, each with a $0.735 exercise price. If these warrants are fully exercised for cash after stockholder approval, FibroBiologics could receive about $6.0 million in additional gross proceeds. The transaction also includes 285,714 placement agent warrants at a $0.9188 exercise price and is being conducted under Securities Act exemptions with related resale registration rights.

Rhea-AI Summary

FibroBiologics, Inc. reported results of its June 22, 2026 annual meeting, where stockholders approved the new 2026 Equity and Incentive Compensation Plan, succeeding the 2022 Stock Plan. As of June 22, 2026, 2,061,968 shares of common stock are available for awards under the plan, including 2,000,000 newly approved shares.

The plan includes an evergreen feature that can add up to 4% of outstanding shares each fiscal year from 2027 through 2036, and caps incentive stock option issuances at 2,000,000 shares and non‑employee director compensation at $800,000 per year. Stockholders also approved, for Nasdaq Listing Rule 5635(d) purposes, the issuance of up to 2,272,728 shares upon exercise of warrants issued under March 31, 2026 Securities Purchase Agreements and up to 159,091 shares upon exercise of warrants issued under an Engagement Letter with H.C. Wainwright & Co., LLC.

Pete O’Heeron was elected as a Class III director, the appointment of WithumSmith+Brown, PC as independent registered public accounting firm for 2026 was ratified, and the 2026 plan itself was approved by separate vote. Shares representing 4,174,791 votes were present out of 6,833,915 entitled to vote as of the record date.

Rhea-AI Summary

FibroBiologics, Inc. has updated its existing at-the-market stock offering program with H.C. Wainwright & Co. Under a new prospectus supplement filed on May 5, 2026, the company may sell shares of common stock for an aggregate offering price of up to $7,500,000 under this ATM facility.

The ATM sales are made pursuant to FibroBiologics’ shelf registration statement on Form S-3, declared effective by the SEC on February 10, 2025, and related prospectus supplements. To date, 71,830 shares have been sold under the Sales Agreement. The company also filed its counsel’s legal opinion and consent covering the validity of the shares issuable under the program.

Rhea-AI Summary

FibroBiologics, Inc. reported new stock option grants to its senior leadership under the company’s 2022 Stock Plan. On May 4, 2026, the Compensation Committee granted options to purchase 92,410 shares of common stock to Chief Executive Officer Pete O’Heeron at an exercise price of $1.38 per share.

Each of Chief Financial Officer Jason D. Davis, Chief Scientific Officer Hamid Khoja, Ph.D., and General Counsel Ruben A. Garcia received options to purchase 61,607 shares, also at $1.38 per share. One quarter of each grant vests on the first anniversary of the grant date, with the remaining options vesting in 36 equal monthly installments for executives who remain in continuous service.

Rhea-AI 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.

Rhea-AI Summary

FibroBiologics, Inc. has received formal confirmation from Nasdaq that it now meets all requirements for continued listing on The Nasdaq Capital Market. Nasdaq verified compliance with both the $2.5 million stockholders’ equity requirement and the $1.00 bid price requirement, closing the previously disclosed listing matter.

The company’s common stock will continue trading under the symbol FBLG, but Nasdaq will apply one-year Mandatory Panel Monitor periods for both equity and bid price tests. If FibroBiologics falls out of compliance during these periods, Nasdaq staff would move directly to a delisting determination, though the company could request a new hearing to temporarily stay any delisting action.

Rhea-AI Summary

FibroBiologics, Inc. reports that its board of directors approved an amendment and restatement of the company’s Bylaws on April 16, 2026. The change revises Section 2.07 to lower the quorum requirement for stockholder meetings from a majority of the voting power to one-third of the voting power.

The revised section keeps existing provisions that allow the meeting chair or stockholders present to adjourn meetings if a quorum is not reached and confirms that once a quorum is established, it is not lost by subsequent withdrawal of votes. The company filed its Second Amended and Restated Bylaws as an exhibit.

Rhea-AI Summary

FibroBiologics, Inc. filed an amended current report to correct an omitted item number, without changing any prior disclosures. The company highlights a Sublease Buyout Agreement that ended its Webster, Texas sublease effective April 2, 2026, ahead of the original November 30, 2027 expiration.

FibroBiologics resolved all remaining rent obligations with a single payment of $45,108.25 and expects to save approximately $0.8 million in future rent. This move follows the 2025 opening of a new laboratory facility with over 10,000 square feet of lab and office space and supports consolidating operations. The company also updates its principal executive office address to 9350 Kirby Drive, Suite 300, Houston, Texas 77054.

Rhea-AI Summary

FibroBiologics, Inc. terminated its sublease for office space in Webster, Texas through a Sublease Buyout Agreement effective April 2, 2026, well before the original November 30, 2027 end date. The company made a single payment of $45,108.25 and expects to save approximately $0.8 million in future rent.

The change follows FibroBiologics’ 2025 opening of a new state-of-the-art laboratory facility with over 10,000 square feet of lab and office space and supports its consolidation of operations. The company’s principal executive offices are now located at 9350 Kirby Drive, Suite 300, Houston, Texas 77054.

Rhea-AI Summary

FibroBiologics, Inc. approved a capital change by implementing a one-for-twenty reverse stock split of its common stock. The Certificate of Amendment became effective at 12:01 a.m. Eastern Time on March 30, 2026, converting every 20 issued and outstanding common shares into 1 share.

No fractional shares will be issued; any fractional share will be rounded up to the nearest whole share. The reverse split proportionately adjusts shares available under the equity incentive plan and existing options and warrants, but does not change the common stock’s par value, authorized share count, or the Nasdaq trading symbol FBLG.

Rhea-AI 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.

Rhea-AI Summary

FibroBiologics, Inc. updated the compensation of its Chief Financial Officer. On March 4, 2026, the board’s Compensation Committee approved a new annual base salary of $400,000 for CFO Jason D. Davis, effective January 1, 2026. His target for annual non‑equity incentive compensation remains at 40% of base salary.

Rhea-AI 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.

Rhea-AI Summary

FibroBiologics, Inc. reports that Nasdaq has added a second deficiency notice as an additional basis for potential delisting. The company previously failed to meet the minimum bid price requirement and now also remains below Nasdaq’s $35 million minimum market value of listed securities threshold.

A Nasdaq Hearings Panel will review FibroBiologics’ plan to regain compliance with both rules, and the stock will continue trading on The Nasdaq Capital Market at least until the Panel issues its decision and any granted extension expires. To support regaining compliance, the company has filed proxy materials seeking shareholder approval for a reverse stock split at a ratio between 1-for-5 and 1-for-30, to be set by the board. Management cautions there is no assurance the company will receive an extension or successfully regain compliance.

Rhea-AI Summary

FibroBiologics, Inc. entered into agreements with institutional investors for a registered direct offering of 5,227,275 common shares at $0.33 each, raising approximately $1.7 million in gross proceeds before fees. In a concurrent private placement, the investors receive warrants to buy up to 5,227,275 additional shares at $0.33 per share, which become exercisable only if stockholders approve issuing the underlying shares.

If these investor warrants are later exercised for cash in full, the company would receive additional gross proceeds of about $1.7 million. H.C. Wainwright & Co. will receive cash fees equal to 7.0% of the purchase price plus a 1.0% management fee and warrants to buy up to 365,909 shares at $0.4125. The offerings are expected to close on or about December 16, 2025, and FibroBiologics plans to use the net proceeds for working capital and general corporate purposes.

Rhea-AI Summary

FibroBiologics, Inc. reported a financing transaction involving a registered direct offering and a concurrent private placement. The company agreed to sell 4,477,614 shares of common stock at $0.335 per share, for expected gross proceeds of about $1.5 million before fees. In the private placement, investors will also receive warrants to purchase up to 4,477,614 additional shares at an exercise price of $0.335 per share, which will become exercisable only if stockholders approve the issuance of the warrant shares.

If the investor warrants are later exercised for cash in full, FibroBiologics would receive about an additional $1.5 million. The company plans to use net proceeds from this financing for working capital and general corporate purposes. H.C. Wainwright & Co. will receive cash fees tied to the purchase price and non-accountable expenses, plus placement agent warrants to buy up to 313,433 shares at $0.4188 per share. The company agreed to a 30-day restriction on issuing additional equity and a one-year restriction on entering Variable Rate Transactions, subject to limited exceptions.

Rhea-AI Summary

FibroBiologics, Inc. (FBLG) entered into a securities purchase agreement with a single investor for a registered direct offering and concurrent private placement. The company will issue 3,540,000 shares of common stock and pre-funded warrants for up to 8,570,203 shares at prices of $0.3303 per share and $0.33029 per pre-funded warrant, plus unregistered warrants to purchase 12,110,203 shares at an exercise price of $0.3303, subject to stockholder approval. Payment will be made in sovereign-issued .9999 fine gold coins valued at $4,069.18 per ounce, which the company plans to quickly convert into cash, for expected gross proceeds of approximately $4.0 million, with the potential for about $4.0 million more if all unregistered warrants are exercised for cash. The company highlights valuation, operational, regulatory and tax risks tied to using physical gold as consideration. Separately, FibroBiologics exercised its right to redeem the remaining $3.4 million principal on a standby equity facility promissory note, expecting to pay $3,604,000 including a 6% redemption premium.

Rhea-AI Summary

FibroBiologics, Inc. received a notification from the Nasdaq Listing Qualifications Staff that it does not meet the Nasdaq Capital Market requirement to maintain a minimum Market Value of Listed Securities (MVLS) of $35.0 million. The notice does not immediately affect the trading of the company’s common stock, but gives the company a 180-calendar-day cure period to regain compliance by having MVLS close at $35.0 million or more for at least ten consecutive business days before February 2, 2026. If the company fails to regain compliance, Nasdaq will notify FibroBiologics that its securities are subject to delisting, and the company may seek an appeal, though there is no assurance an appeal would be granted. The company stated it will monitor MVLS and consider options to regain compliance and filed this report to publicly disclose receipt of the Nasdaq notice.