IPO - FibroBiologics, Inc.
Form Type: S-3
Filing Date: 2025-02-03
Corporate Action: Ipo
Type: New
Accession Number: 000149315225004623
Filing Summary: FibroBiologics, Inc. has filed a Form S-3 registration statement with the SEC on February 3, 2025, to offer and sell securities with an aggregate initial offering price of $50,000,000. The offerings may include common stock, preferred stock, depositary shares, warrants, subscription rights, contingent value rights, debt securities, and purchase contracts. The registration is part of a continuous offering process allowing the company to sell any combination of the aforementioned securities. The closing price of common stock as of January 31, 2025, was $1.61 per share. The document provides a detailed overview of the company's structure, risks associated with the investment, and further information on capital stock, including provisions for common and preferred stock. Additionally, it highlights the company as a clinical-stage biotechnology firm focused on fibroblast-based therapies for chronic diseases. The information is preliminary and subject to changes. The document also contains forward-looking statements regarding the company’s future business strategies and performance.
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Additional details:
Company Name: FibroBiologics, Inc.
State Of Incorporation: Delaware
Irs Employer Identification Number: 86-3329066
Principal Office Address: 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598
Phone Number: (281) 671-5150
Ceo Name: Pete O’Heeron
Number Of Shares Authorized: 110000000
Number Of Common Shares: 100000000
Number Of Preferred Shares: 10000000
Risk Factors: High degree of risk associated with investment in the securities.
Listing Symbol: FBLG
Closing Stock Price: 1.61
Form Type: 424B4
Filing Date: 2025-01-14
Corporate Action: Ipo
Type: New
Accession Number: 000149315225002162
Filing Summary: FibroBiologics, Inc. is conducting an initial public offering for the resale of up to 41,489,581 shares of common stock through YA II PN, LTD, also known as Yorkville. The shares may be issued under a Standby Equity Purchase Agreement (SEPA) dated December 20, 2024 between FibroBiologics and Yorkville, with potential gross proceeds of up to $25 million dependent on common stock sales to Yorkville. With no proceeds from the stock sale going to FibroBiologics, this registration effort marks a significant milestone for the company, established to develop fibroblast-based therapies for chronic disease treatments. The company's notable offerings include a proprietary fibroblast technology platform aimed at addressing medical conditions with high unmet needs. Risks detailed in the prospectus include the company's limited operating history, the uncertainty of biopharmaceutical product development, and significant competition in the biotechnology space. As a controlled company, management retains substantial voting power. The common stock trades under the NASDAQ symbol 'FBLG' and emphasizes the biotechnology sector's innovative landscape.
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Additional details:
Shares Registered: 41489581
Selling Stockholder: YA II PN, LTD
Standby Equity Purchase Agreement Effective Date: 2024-12-20
Initial Shares To Yorkville: 36945812
Additional Shares To Yorkville: 4424778
Promissory Notes Annual Interest Rate: 0% (increased to 18% upon default)
Promissory Notes Maturity Date: 2025-12-20
Potential Additional Proceeds: $10 million
Form Type: S-1/A
Filing Date: 2025-01-10
Corporate Action: Ipo
Type: Update
Accession Number: 000149315225001793
Filing Summary: On January 10, 2025, FibroBiologics, Inc. filed an amendment to its registration statement on Form S-1 with the SEC for the resale of 41,489,581 shares of common stock by YA II PN, LTD., referred to as the Selling Stockholder. These shares are linked to a standby equity purchase agreement (SEPA) dated December 20, 2024, allowing Yorkville to acquire shares through promissory notes and other mechanisms. The filing indicates that FibroBiologics intends to raise capital through these transactions, but it will not receive any proceeds from the shares sold by the Selling Stockholder, which functions as an underwriter for certain advances under the SEPA. As of January 7, 2025, the common stock was priced at $2.26 per share, with the company recognized as a smaller reporting company and an emerging growth company under relevant securities laws. The document outlines their planned clinical trials, the regulatory environment, and risk factors associated with the biotechnology industry, emphasizing the uncertainty and challenges ahead due to their limited history and need for substantial capital. The registration is part of a continuous offering process intended to allow the Selling Stockholder to sell shares over time as market conditions permit.
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Additional details:
Type: corporate_structure
Value: Delaware
Type: num_of_shares
Value: 41489581
Type: selling_stockholder
Value: YA II PN, LTD
Type: gross_proceeds_potential
Value: 25000000
Type: standby_equity_purchase_agreement_date
Value: 2024-12-20
Type: promissory_notes_interest_rate_default
Value: 0%
Type: promissory_notes_interest_rate_after_default
Value: 18%
Type: tranche_amount
Value: 5000000
Form Type: CORRESP
Filing Date: 2025-01-10
Corporate Action: Ipo
Type: New
Accession Number: 000149315225001797
Filing Summary: FibroBiologics, Inc. has submitted a request to the Securities and Exchange Commission to accelerate the effective date of its Registration Statement on Form S-1 (File No. 333-284077) to 4:00 p.m. Washington D.C. time on January 14, 2025. The request is made pursuant to Rule 461(a) under the Securities Act of 1933, seeking prompt notification of the effectiveness by telephone and in writing.
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Additional details:
Registration Statement File No: 333-284077
Effective Date Request: 2025-01-14
Contact Person 1 Name: Brian Fenske
Contact Person 1 Phone: (713) 651-5557
Contact Person 2 Name: Lee McIntyre
Contact Person 2 Phone: (713) 651-5328
Law Firm Name: Norton Rose Fulbright (US) LLP
Signatory Name: Ruben A. Garcia
Signatory Title: General Counsel
Form Type: S-1
Filing Date: 2024-12-30
Corporate Action: Ipo
Type: New
Accession Number: 000149315224052400
Filing Summary: FibroBiologics, Inc. filed a registration statement for the resale of up to 41,289,033 shares of its common stock, primarily by YA II PN, LTD (Yorkville), under a Standby Equity Purchase Agreement (SEPA). The SEPA allows Yorkville to advance up to $15 million to FibroBiologics in three tranches, evidenced by convertible promissory notes with a maximum interest rate of 18% upon default, maturing by December 20, 2025. The shares offered relate to multiple agreements to issue common stock in accordance with promissory notes. FibroBiologics aims to utilize the funds for clinical development of fibroblast-based therapies targeting chronic diseases. As of December 27, 2024, the company's common stock was priced at $2.36 per share. FibroBiologics is classified as an 'emerging growth company' and a 'smaller reporting company', emphasizing its developmental stage and lack of generated revenue from its product candidates, with significant risks highlighted in the prospectus.
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Additional details:
Company Name: FibroBiologics, Inc.
Address: 455 E. Medical Center Blvd. Suite 300 Houston, Texas 77598
Ceo Name: Pete O’Heeron
Selling Stockholder: YA II PN, LTD
Standby Equity Purchase Agreement Date: 2024-12-20
Total Shares Registered: 41289033
Gross Proceeds: 25000000
Last Sale Price: 2.36
Common Stock Symbol: FBLG
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