Fibrobiologics, INC. 8-K Filing

Ticker: FBLG · Form: 8-K · Filed: Nov 19, 2025 · CIK: 1958777

Sentiment: neutral

Filing Stats: 2,504 words · 10 min read · ~8 pages · Grade level 12.7 · Accepted 2025-11-19 16:53:18

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 18, 2025, FibroBiologics, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with a single investor (the "Purchaser"), pursuant to which (i) the Company agreed to issue and sell to the Purchaser, in a registered direct offering (the "Registered Direct Offering"), 3,540,000 shares (the "Shares") of the Company's common stock, $0.00001 par value per share (the "Common Stock") and pre-funded warrants to purchase up to an aggregate of 8,570,203 shares of Common Stock (the "Pre-Funded Warrants"). The price of each Share in the Registered Direct Offering is $0.3303 per share (the "Offering Price") and the price of each Pre-Funded Warrant is $0.33029 (equal to the Offering Price, minus $0.00001, the exercise price of each Pre-Funded Warrant). Additionally, pursuant to the Purchase Agreement, the Company will issue and sell to the Purchaser, in a concurrent private placement, warrants to purchase one share of its common stock for each share of common stock or Pre-Funded Warrant purchased in the Registered Direct Offering, for an aggregate of 12,110,203 shares of Common Stock (the "Warrants"). The Warrants are subject to stockholder approval as described below. The exercise price of the Warrants is $0.3303 per share. The purchase price for the Shares or Pre-Funded Warrants will be paid not in cash but with sovereign-issued .9999 fine gold coins valued at $4,069.18 per oz. based on the spot price of gold at the time of signing of the Purchase Agreement, delivered to the Company's depository. The Company intends to liquidate the purchase price into United States dollars in the near term. The gross proceeds to the Company from the Registered Direct Offering are expected to be approximately $4.0 million, before deducting offering expenses payable by the Company. The Company will receive nominal proceeds, if any, from the exercise of the Pre-Funded Warrants. In addi

RISK FACTORS

RISK FACTORS The use of physical gold as consideration for the securities sold in the offerings exposes the Company to valuation, operational, market and other risks. The Company will receive payment for the securities sold in the Registered Direct Offering and concurrent private placement in the form of sovereign-issued gold coins, which, although the Company intends to liquidate the coins into United States dollars in the near term, presents certain risks that are more pronounced than in offerings involving proceeds with cash payments. First, the market price of gold is subject to significant price volatility based on various factors, including, but not limited to, global economic conditions, interest rate environments, geopolitical events and supply-demand dynamics and can be highly volatile in short periods. Therefore, the Company faces the risk that valuation of the gold coins changes rapidly following closing, and declines in gold prices between the time of acquisition and sale could negatively affect the Company's financial results, which may adversely affect the value of investments in the Company's securities. The Company may sell, lease, hedge, pledge or otherwise dispose of the gold coins at any time and is not required to maintain any gold inventory, nor is it required to hedge gold exposures. In addition, the delivery, assay and custody of physical gold involve operational risks, including risk of loss or damage during storage or transport, delays associated with verification of purity and weight and potential disputes regarding assay results. Gold coins require physical handling and transportation, and the cost and complexity of physical transport may adversely impact the Company's operating expenses and introduce inefficiencies in use of the gold coins. Insurance for gold coins—especially in transit—is often costly and limited in scope. Loss or damage that falls outside policy coverage may result in unrecoverable financial loss and thereby adver

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth above in Item 1.01 of this Form 8-K relating to the issuance of the Warrants to the Investor pursuant to the Purchase Agreement, including the Warrant Shares to be issued in connection with exercises of the Warrants is incorporated by reference herein in its entirety. The maximum number of shares of common stock of the Company that may be issued through the exercise of the Warrants is 12,110,203 shares, subject to anti-dilution adjustments. The offer and sale of the Warrants and the Warrant Shares to be issued in connection with exercises of the Warrants pursuant to the Purchase Agreement was and will be made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. This Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The Company issued a press release announcing the Registered Direct Offering on November 19, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information set forth in this Item 7.01 and contained in the press release furnished as Exhibit 99.1 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 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.

01 Other Events

Item 8.01 Other Events. As previously disclosed, on December 20, 2024, the Company entered into a Standby Equity Purchase Agreement (the "SEPA") with YA II PN, Ltd., a Cayman Islands exempt limited company ("YA"). Pursuant to the SEPA, YA advanced to the Company the principal amount of $15 million, which was evidenced by convertible promissory notes (the "Promissory Notes") in three equal tranches. As of November 18, 2025, the final outstanding Promissory Note issued in the third tranche (the "Third Note") had a principal balance of $3.4 million. On November 18, 2025, the Company exercised its right to redeem the remaining principal balance of the Third Note in full. In satisfaction of the Third Note, the Company expects to pay YA the redemption amount of $3,604,000, which is inclusive of the six (6) percent redemption premium, within five trading days from November 18, 2025. The SEPA will remain in place following the redemption of the Third Note.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 5.1 Opinion of Sichenzia Ross Ference Carmel LLP 10.1 Form of Securities Purchase Agreement 10.2 Form of Warrant 10.3 Form of Pre-Funded Warrant 99.1 Press Release dated November 19, 2025 104 Cover Page Interactive Data File (formatted in Inline XBRL).

SIGNATURES

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: November 19, 2025 By: /s/ Peter O'Heeron Peter O'Heeron Chief Executive Officer

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