FibroBiologics (FBLG) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 20, 2026, to vote on five key proposals, including a reverse stock split and approval of stock issuances related to recent financing agreements.

• The reverse stock split aims to help regain compliance with Nasdaq listing requirements and maintain market liquidity.

• Proposals also seek approval for the issuance of shares upon exercise of warrants from November and December 2025 financings, and the ability to adjourn the meeting if necessary.

• Board recommends voting in favor of all proposals, citing the company's cash position and need for continued access to capital.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split at a ratio between 1-for-5 and 1-for-30, at the Board's discretion.

• Proposals 2-4: Approve issuance of up to 12,110,203, 4,477,614 (+313,433), and 5,227,275 (+365,909) shares of common stock upon exercise of warrants from November and December 2025 financings.

• Proposal 5: Approve adjournment of the meeting to solicit additional votes if needed.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Pete O'Heeron, founder, CEO, and Chairperson, holds all Series C Preferred Stock, which carries super voting rights.

• Series C Preferred Stock votes are subject to an irrevocable proxy in favor of the Board, except for changes to O'Heeron's rights.

• Board will exercise 32,500,000 votes (32.8% of total) FOR each proposal.