1. FibroBiologics is issuing 5.2 million shares at $0.33 each. 2. Concurrent private placement includes warrants to buy additional shares. 3. Proceeds will fund working capital and general corporate purposes. 4. Closing expected around December 16, 2025, pending stockholder approval. 5. Company holds 270+ patents for therapies targeting chronic diseases.
FAQ
Why Bearish?
Issuing new shares may dilute existing shareholder value. Historical precedents show that similar offerings typically result in short-term price declines.
How important is it?
The new share issuance and dilution can significantly impact FBLG's market perception and stock price.
Why Short Term?
Market reaction to dilution generally occurs quickly after announcements or stock issuances.
Related Companies
FibroBiologics (Nasdaq: FBLG) Announces $1.7 Million Direct Offering
On December 15, 2025, FibroBiologics, Inc. (Nasdaq: FBLG), a Houston-based clinical-stage biotechnology company, announced a definitive agreement for a registered direct offering that will raise approximately $1.7 million. This offering involves the issuance of 5,227,275 shares of common stock at a price of $0.33 per share.
Details of the Offering
FibroBiologics is set to sell these shares under Nasdaq’s at-the-market rules. Alongside this, a concurrent private placement will provide unregistered warrants to purchase the same amount of common stock at an exercise price of $0.33 per share. The warrants will become exercisable only after receiving stockholder approval and will expire five years post-approval.
The offering’s closing is anticipated to occur around December 16, 2025, contingent upon standard closing conditions. H.C. Wainwright & Co. serves as the exclusive placement agent for this transaction.
Use of Proceeds and Future Prospects
The net proceeds from the offering are intended for working capital and general corporate purposes. If fully exercised, the additional gross proceeds from the unregistered warrants are projected to match the initial offering, totaling another $1.7 million.
While FibroBiologics aims to achieve stockholder approval, there is no guarantee that the approval will be granted or that the warrants will be exercised.
Compliance and Legal Considerations
The shares being offered are part of a "shelf" registration statement on Form S-3 (File No. 333-284663), which was initially filed with the SEC on February 3, 2025, and became effective on February 10, 2025. The offering of shares will be conducted solely through a prospectus, which will include a prospectus supplement filed with the SEC.
It's important to note that the unregistered warrants and the shares purchasable upon their exercise are offered under Section 4(a)(2) of the Securities Act of 1933, and they are not registered under the Act or any state securities laws.
Forward-Looking Statements
The announcement includes forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties and do not guarantee future performance. Investors are encouraged to review FibroBiologics’ filings with the SEC for a comprehensive understanding of risk factors.
About FibroBiologics
FibroBiologics is dedicated to developing innovative therapeutics and potential cures for chronic diseases utilizing fibroblast cells and fibroblast-derived materials. With over 270 patents issued and pending worldwide, the company’s research spans various clinical pathways, including wound healing, multiple sclerosis, and cancer treatment.
For more details about FibroBiologics and its offerings, visit www.FibroBiologics.com.
Contact Information
- 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