FibroBiologics (FBLG) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 20, 2026, with virtual attendance options provided.

• Shareholders are asked to vote on five key proposals, including a reverse stock split and multiple share issuances.

Voting matters and shareholder proposals

• Proposal to approve a reverse stock split at a ratio between 1-for-5 and 1-for-30, with the exact ratio determined by the Board.

• Approval sought for issuance of up to 12,110,203 shares upon exercise of warrants from the November 18, 2025 SPA.

• Approval for issuance of up to 4,477,614 shares from November 24, 2025 SPAs and 313,433 shares from an engagement letter.

• Approval for issuance of up to 5,227,275 shares from December 14, 2025 SPAs and 365,909 shares from an engagement letter.

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

Shareholder rights and capital structure

• Board recommends voting in favor of all proposals, which include significant changes to share structure and potential dilution.

• Reverse stock split and new share issuances could impact voting power and capital structure over the next year.