FibroBiologics (FBLG) Proxy Filing summary

Executive summary

• Special Meeting of Stockholders scheduled for February 20, 2026, to be held virtually, with voting on key corporate actions and capital structure changes.

• Proposals include a reverse stock split, approval of stock issuances related to recent financings, and the potential adjournment of the meeting if necessary.

• Board recommends voting in favor of all proposals, citing compliance with Nasdaq listing requirements and liquidity needs.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split at a ratio between 1-for-5 and 1-for-30, at Board discretion, to help maintain Nasdaq listing.

• Proposal 2: Approve issuance of up to 12,110,203 shares upon exercise of warrants from the November 18, 2025 SPA.

• Proposal 3: Approve issuance of up to 4,477,614 shares (November 24 SPA) and 313,433 shares (Engagement Letter) upon warrant exercise.

• Proposal 4: Approve issuance of up to 5,227,275 shares (December SPA) and 365,909 shares (Engagement Letter) upon warrant exercise.

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

• Board recommends voting FOR all proposals; failure to approve certain proposals may require cash repayment of warrants, impacting liquidity.

Board of directors and corporate governance

• Pete O'Heeron, CEO and Chairperson, holds all Series C Preferred Stock, which carries super voting rights (13,000 votes per share).

• 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.