IPO - FibroBiologics, Inc.

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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.

Document Link: View Document

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.

Document Link: View Document

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.

Document Link: View Document

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.

Document Link: View Document

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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