FibroBiologics Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following sets forth information regarding all unregistered securities we sold during the three months ended March 31, 2024. Unless stated otherwise, the sales of the securities listed below were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, as transactions by an issuer not involving a public offering.

Series C Preferred Stock

In January 2024, in conjunction with our Direct Listing, we issued 2,500 shares of Series C Preferred Stock with super voting rights to our CEO for no consideration.

Common Stock

Pursuant to the GEM SPA, (i) in February 2024, we sold 142,298 shares of our common stock to GEM at $13.50 per share for approximately $1.8 million of net proceeds, and (ii) in March 2024, we sold 84,759 shares of our common stock to GEM at $12.15 per share for approximately $1.0 million of net proceeds.

Warrants

In January 2024, in accordance with the GEM SPA, we issued a warrant to purchase up to 1,299,783 shares of our common stock with an initial exercise price of $21.54 per share to GYBL for no additional consideration.