FibroBiologics, Inc. filings document the regulatory record of a clinical-stage biotechnology issuer developing fibroblast-based therapies. Recent disclosures cover registered equity financing through an at-the-market common stock program, shelf registration mechanics, common stock and warrant-related capital structure matters, and corporate uses of proceeds for working capital and general corporate purposes.
The company’s SEC filings also record governance and public-company administration, including annual meeting proxy proposals, director election and auditor ratification matters, stock-plan option grants to executive officers, Nasdaq continued-listing compliance, amendments to stockholder-meeting quorum provisions, and material agreements affecting its operating footprint.
FibroBiologics, Inc. General Counsel Ruben A. Garcia bought 40,000 shares of common stock in an open-market purchase on February 27, 2026 at a weighted average price of $0.3264 per share. After this transaction, he directly owns 180,000 shares. The filing notes individual trade prices ranged from $0.3221 to $0.3268.
FibroBiologics, Inc. is a clinical-stage biotech company developing fibroblast-based cell therapies for chronic diseases such as wound healing, multiple sclerosis, degenerative disc disease, psoriasis, and longevity-related indications. Its approach uses allogeneic fibroblast single cells and spheroids as a scalable alternative to mesenchymal stem cells.
Lead program CYWC628 targets diabetic foot ulcers, with IND-enabling studies completed and a twelve-week Phase 1/2 trial in Australia planned for the first quarter of 2026. CYMS101 for multiple sclerosis has completed a five-patient Phase 1 safety study in Mexico, with a U.S. Phase 1/2 IND planned for the first half of 2026.
CybroCell™ for degenerative disc disease has supporting animal data and prior FDA IND clearance, while CYPS317 for psoriasis has an FDA Phase 1/2 IND filed on December 30, 2025. Early research programs include CYTER915 for thymus and spleen regeneration, a cancer initiative (TCB190), and an artificial pancreatic organoid program.
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.
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.
FibroBiologics, Inc. is asking stockholders to approve several capital actions at a virtual special meeting on February 20, 2026. The centerpiece is a reverse stock split of its common and preferred stock at a ratio between 1‑for‑5 and 1‑for‑30, to be implemented at the Board’s discretion within one year, primarily to help the company regain compliance with Nasdaq’s $1.00 minimum bid price and other listing standards.
As of December 26, 2025, the company had 66,519,722 common shares outstanding and 2,500 Series C preferred shares, each with 13,000 votes; the Board will vote 32,500,000 of these preferred votes (32.8% of eligible votes) in favor of all proposals. Stockholders are also being asked to approve, under Nasdaq Listing Rule 5635(d), the potential issuance of up to 12,110,203 shares on exercise of November 18 warrants, up to 4,791,047 shares related to November 24 warrants and placement agent warrants, and up to 5,593,184 shares related to December warrants and placement agent warrants, plus a standard adjournment proposal.
FibroBiologics, Inc. is calling a virtual special stockholders’ meeting on February 20, 2026 to vote on a reverse stock split and approvals tied to recent warrant financings. Stockholders will consider a reverse split of common and preferred stock at a ratio between 1‑for‑5 and 1‑for‑30, with the exact ratio set later by the Board, primarily to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement and reduce delisting risk.
As of December 26, 2025, FibroBiologics had 66,519,722 common shares and 2,500 Series C preferred shares outstanding, with each preferred share carrying 13,000 votes. An irrevocable proxy lets the Board cast 32,500,000 votes, or 32.8% of eligible votes, in favor of all proposals. Stockholders are also being asked to approve, under Nasdaq Listing Rule 5635(d), the issuance of up to 12,110,203 shares upon exercise of November 18 warrants, up to 4,477,614 and 313,433 shares tied to November 24 financings, and up to 5,227,275 and 365,909 shares tied to December financings, plus an adjournment proposal.
FibroBiologics, Inc. is calling a virtual special meeting on February 20, 2026 to ask stockholders to approve a reverse stock split and several stock issuance proposals tied to recent financings. The reverse split would combine between 5 and 30 shares into one, at a ratio later chosen by the Board, to help the company regain compliance with Nasdaq’s $1.00 minimum bid price and address delisting risk. As of December 26, 2025, there were 66,519,722 common shares and 2,500 Series C preferred shares outstanding, with the Series C carrying 32,500,000 votes, or 32.8% of total voting power under an irrevocable proxy held by the Board. Stockholders are also being asked to approve, under Nasdaq Listing Rule 5635(d), the issuance of up to 12,110,203, 4,477,614 plus 313,433, and 5,227,275 plus 365,909 common shares upon exercise of low-priced warrants from November and December 2025 offerings, which could both provide several million dollars of cash proceeds and meaningfully dilute existing ownership.
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.
FibroBiologics, Inc. is offering 5,227,275 shares of common stock at $0.33 per share in a registered direct offering to institutional investors, for gross proceeds of about $1.7 million and estimated net proceeds of roughly $1.5 million.
Each share is sold together with a warrant, in a concurrent unregistered private placement, to buy one additional share at $0.33, for up to 5,227,275 warrant shares. These warrants become exercisable only if stockholders approve the underlying share issuance and would expire five years after that approval.
The company plans to use the cash for working capital and general corporate purposes but states it will still need additional financing in the future to continue as a going concern. Recent November 2025 equity financings and the cash redemption of a $3.4 million convertible note have added new shares and warrants, while extensive outstanding derivative securities and current Nasdaq bid-price and market-value deficiency notices underscore dilution and listing-risk concerns.
FibroBiologics, Inc. insider activity shows that general counsel Ruben A. Garcia purchased 140,000 shares of common stock on December 11, 2025. The Form 4 reports this as a purchase coded “P” at a weighted average price of $0.34 per share, with individual trade prices ranging from $0.3333 to $0.3504. After these transactions, Garcia beneficially owns 140,000 shares of FibroBiologics common stock, held directly.