FibroBiologics (FBLG) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 17, 2026, to approve the issuance of up to 8,163,266 shares of common stock under a Securities Purchase Agreement and up to 285,714 shares under an Engagement Letter, both related to outstanding warrants.

• The issuance is required to comply with Nasdaq Listing Rule 5635(d) and follows a private placement that closed on June 29, 2026.

• If not approved, the company may face liquidated damages and potential liquidity issues, impacting operations and requiring emergency financing.

• Proceeds from warrant exercises are intended for working capital and general corporate purposes as the company seeks longer-term financing.

Voting matters and shareholder proposals

• Only one proposal is up for vote: approval of the stock issuance under Nasdaq Listing Rule 5635(d).

• The Board recommends voting FOR the proposal.

• Stockholders of record as of July 20, 2026, are eligible to vote, with each common share having one vote and each Series C Preferred Stock share having 13,000 votes.

• Stockholder proposals for the 2027 annual meeting must be received by January 4, 2027, to be included in the proxy statement.

Board of directors and corporate governance

• Pete O'Heeron serves as founder, CEO, and Chairperson, holding all 125 shares of Series C Preferred Stock with super voting rights.

• The Series C Preferred Stock is subject to an irrevocable proxy in favor of the Board, ensuring Board control over these votes except for changes to O'Heeron's rights.