November 20, 2025 — Leads & Copy — FibroBiologics, Inc. (Nasdaq: FBLG), a clinical-stage biotechnology firm, has announced the completion of a registered direct offering, generating approximately $4 million before deducting offering expenses.
The offering involved the issuance and sale of 3,540,000 shares of common stock and pre-funded warrants to purchase 8,570,203 shares to an existing shareholder. The purchase price was $0.3303 per share or pre-funded warrant, less $0.00001 for each pre-funded warrant. The at-the-market offering was priced under Nasdaq rules.
The pre-funded warrants can be exercised at any time at $0.00001 per share and do not expire. The purchase price for the shares and prefunded warrants was rendered not in cash, but with sovereign-issued .9999 fine gold coins valued at $4,069.18 per ounce based on the spot price of gold at the time of signing the purchase agreement.
FibroBiologics intends to convert the purchase price into U.S. dollars soon.
In a concurrent private placement, the company also issued and sold unregistered warrants to purchase one share of its common stock for each share purchased in the direct offering, up to 12,110,203 shares. These unregistered warrants have an exercise price of $0.3303 per share and will be exercisable following stockholder approval and expire five years from the approval date. The company will file a registration statement with the SEC to register the resale of shares underlying the unregistered warrants.
If there is no effective registration statement at the time of exercise, the warrants can be exercised in whole or in part via a cashless (net) exercise.
If the holders of the unregistered warrants exercise them in full for cash after Stockholder Approval, FibroBiologics would receive an additional $4 million. There is no guarantee that the unregistered warrants will ever be exercised.
The shares of common stock, pre-funded warrants, and shares issuable upon exercise of the pre-funded warrants were offered under a shelf registration statement (Form S-3, File No. 333-284663), which the SEC previously declared effective. The offering was made through a prospectus supplement that is part of the registration statement. Copies of the final prospectus supplement and accompanying prospectus are available on the SEC’s website.
The unregistered warrants and shares issuable upon their exercise were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D. These securities have not been registered and may not be offered or sold in the U.S. without registration or an applicable exemption.
FibroBiologics plans to allocate the net proceeds from the offering for general corporate purposes, including debt satisfaction.
This announcement is not an offer to sell or a solicitation of an offer to buy securities, nor will there be any sales of these securities in any jurisdiction where such an offer, solicitation, or sale would be unlawful.
Based in Houston, FibroBiologics is a clinical-stage biotechnology company developing treatments and seeking potential cures for chronic diseases using fibroblast cells and fibroblast-derived materials. FibroBiologics holds 270+ US and international patents/patents pending across various clinical pathways, including wound healing, multiple sclerosis, disc degeneration, psoriasis, orthopedics, human longevity, and cancer.
Nic Johnson, Russo Partners, (212) 845-4242, fibrobiologicsIR@russopr.com
Liz Phillips, Russo Partners, (347) 956-7697, Elizabeth.phillips@russopartnersllc.com
Source: FibroBiologics
