FibroBiologics, Inc. 8-K

What Happened

• FibroBiologics, Inc. held a Special Meeting of Stockholders on February 20, 2026 and filed an 8-K on February 23, 2026 reporting the results. Stockholders voted to approve an amendment allowing a reverse stock split of the company's issued and outstanding common and preferred stock at a ratio between 1-for-5 and 1-for-30, with the Board authorized to set the exact ratio within that range within one year of the approval.
• The meeting also approved, for purposes of Nasdaq Listing Rule 5635(d), several issuances of common stock that could result from the exercise of outstanding warrants issued under Securities Purchase Agreements and an engagement letter dated November–December 2025. Proxies were solicited by the Board; 54,974,113 shares were represented out of 99,019,722 shares entitled to vote (record date December 26, 2025).

Key Details

• Special Meeting date: February 20, 2026; 54,974,113 votes represented of 99,019,722 total outstanding as of record date (Dec 26, 2025).
• Reverse split amendment vote: For 53,555,149; Against 1,270,238; Abstain 148,726. Board may set the exact split ratio (1-for-5 to 1-for-30) without further stockholder approval within one year.
• Nasdaq Rule 5635(d) approvals (votes FOR shown):
  • Up to 12,110,203 shares issuable upon exercise of warrants from the November 18, 2025 SPA (For 47,909,743; Against 1,188,544; Abstain 200,973).
  • Up to 4,477,614 shares (November 24, 2025 SPAs) plus up to 313,433 shares (Engagement Letter) (For 53,481,528; Against 1,266,477; Abstain 226,108).
  • Up to 5,227,275 shares (December 14, 2025 SPAs) plus up to 365,909 shares (Engagement Letter) (For 53,494,108; Against 1,281,247; Abstain 198,758).
• Proposal to permit adjournment if needed to solicit votes was also approved (For 53,687,563; Against 1,079,006; Abstain 207,544).
• 8-K signed by CEO Pete O’Heeron on February 23, 2026.

Why It Matters

• The approved reverse stock split will reduce the number of outstanding shares and increase the per-share figure proportionally once the Board sets the ratio; this affects share count and per‑share metrics (and may change reported price per share), but does not change holders' proportional ownership other than rounding effects.
• The approvals under Nasdaq Listing Rule 5635(d) clear the way for the company to issue shares upon exercise of existing warrants tied to financing agreements from November–December 2025. If those warrants are exercised, they will dilute existing shareholders by the stated amounts (see numbers above).
• Investors should watch for the Board’s announcement of the exact reverse-split ratio (to be set within one year) and any subsequent filings that reflect the adjusted share count or warrant exercises, as those will directly affect share dilution and per-share valuations.