---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-319441"
form_type: "8-K"
ticker: "FBLG"
cik: "0001958777"
company_name: "FibroBiologics, Inc."
filed_at: "2025-12-15T23:59:59+00:00"
generated_at: "2026-05-16T13:16:05.095256+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# FibroBiologics raises ~$1.7M in registered direct offering at $0.33/share with warrants

## Summary
- Sold 5,227,275 shares at $0.33/share; gross proceeds ~$1.7M; closing expected Dec 16, 2025.
- Concurrent private placement of warrants to buy 5,227,275 shares at $0.33, exercisable only after stockholder approval, 5-year term.
- CEO and prior purchaser entered voting agreements to support warrant share issuance under Nasdaq rules.
- Placement agent H.C. Wainwright receives 7% cash fee and 365,909 warrants at $0.4125 per share.
- Net proceeds for working capital and general corporate purposes.

## SEC filing metadata
- accession: 0001193125-25-319441
- form_type: 8-K
- ticker: FBLG
- cik: 0001958777
- company_name: FibroBiologics, Inc.
- filed_at: 2025-12-15T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1958777/000119312525319441/0001193125-25-319441-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1958777/000119312525319441/fblg-20251214.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-319441
- JSON: https://secwatch.observer/filing/0001193125-25-319441.json
- Plain text: https://secwatch.observer/filing/0001193125-25-319441.txt

## Key facts
- Equity Issuances
  FibroBiologics, Inc. issued warrants to purchase up to 365,909 shares of Common Stock of warrant to H.C. Wainwright & Co., LLC (placement agent) for services as placement agent.
  - Security: warrant
  - Shares: warrants to purchase up to 365,909 shares of Common Stock
  - Purchaser: H.C. Wainwright & Co., LLC (placement agent)
  - Consideration: services as placement agent
  source text: the Company will issue to the Placement Agent (or its designees) warrants to purchase 7.0% of the number of Shares of Common Stock sold in this the Registered Direct Offering (or warrants to purchase up to 365,909 shares of Common Stock), at an exercise price of $0.4125 per share (the "Placement Agent Warrants").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1958777/000119312525319441/0001193125-25-319441-index.htm
- Equity Issuances
  FibroBiologics, Inc. issued 5,227,275 shares of Common Stock underlying Warrants of warrant to institutional investors for no additional consideration beyond the Purchase Agreement; exercise price $0.33 per share.
  - Security: warrant
  - Shares: 5,227,275 shares of Common Stock underlying Warrants
  - Purchaser: institutional investors
  - Consideration: no additional consideration beyond the Purchase Agreement; exercise price $0.33 per share
  source text: 5,227,275 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”). The price of each Share in the Registered Direct Offering is $0.33 (the “Offering Price”). Additionally, pursuant to the Purchase Agreement, the Company will issue to the Purchasers, in a concurrent private placement, warrants to purchase one
  evidence_url: https://www.sec.gov/Archives/edgar/data/1958777/000119312525319441/0001193125-25-319441-index.htm
- Equity Issuances
  FibroBiologics, Inc. issued 5,227,275 shares of common stock to institutional investors for gross proceeds to the Company from the offerings are expected to be approximately $1.7 million, before deducting placement agent fees and offering expenses.
  - Security: common stock
  - Shares: 5,227,275 shares
  - Purchaser: institutional investors
  - Consideration: gross proceeds to the Company from the offerings are expected to be approximately $1.7 million, before deducting placement agent fees and offering expenses
  source text: approval as described below. The exercise price of the Warrants is $0.33 per share. The gross proceeds to the Company from the offerings are expected to be approximately $1.7 million, before deducting placement agent fees and offering expenses payable by the Company. In addition, if the holders of the unregistered Warrants exercise such Warrants in full for
  evidence_url: https://www.sec.gov/Archives/edgar/data/1958777/000119312525319441/0001193125-25-319441-index.htm
- Material Agreements
  FibroBiologics, Inc. entered into Purchase Agreement with certain institutional investors valued at approximately $1.7 million (effective 2025-12-14).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain institutional investors
  - Value: approximately $1.7 million
  - Effective: 2025-12-14
  source text: On December 14, 2025, FibroBiologics, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which (i) the Company agreed to issue and sell to the Purchasers, in a registered direct offering (the “Registered Direct Offering”), 5,227,275 shares (the “Shares”) of the Company’s common stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/1958777/000119312525319441/0001193125-25-319441-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.