FibroBiologics Inc

S-11 forms-1.htm

As filed with the Securities and Exchange Commission on June 18, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

455 E. Medical Center Blvd.

Suite 300

Houston, Texas 77598

(281) 671-5150

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Pete O’Heeron

Chief Executive Officer

455 E. Medical Center Blvd.

Suite 300

Houston, Texas 77598

(281) 671-5150

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated June 18, 2024

16,022,644****Shares

This prospectus relates to the registration of the resale or other disposition of up to 16,022,644 shares of our common stock, or the Draw-Down Shares, by GEM Global Yield LLC SCS, or GEM. GEM is also referred to in this prospectus as the Registered Stockholder. We are registering the offer and sale of these securities to satisfy certain registration rights we have granted in connection with the share purchase agreement dated November 12, 2021, with GEM and GEM Yield Bahamas Limited, or the GEM SPA. The Draw-Down Shares may be acquired by GEM pursuant to the GEM SPA.

The 16,022,644 shares of our common stock being offered for resale pursuant to this prospectus by GEM represents 60.4% of our public float and 49.0% of our shares of common stock outstanding as of June 17, 2024, and 47.1% of our outstanding shares of common stock assuming the issuance of all 1,310,104 shares issuable upon full exercise of our outstanding warrants. The sale of such shares by GEM, or the perception that these sales could occur, could depress the market price of our shares of common stock. A reduction in the market price of our shares could materially and adversely affect our ability to raise capital, which in turn could adversely affect our ability to make necessary investments and, therefore, could affect our results of operations. We do not know the price at which GEM would acquire the Draw Down Shares, but based on the terms of the GEM SPA, GEM would acquire the Draw Down Shares at a 10% discount to the market price of our common stock. This will create an incentive for GEM to sell the Draw Down Shares in the near term because they will have purchased the shares at prices lower than the then-current trading price. While GEM may experience a positive rate of return on their investment in our shares of common stock due to the 10% discount, the public securityholders are unlikely to experience a similar rate of return on the securities they purchased at market prices without a 10% discount.

GEM may use one or more financial intermediaries to effectuate sales, if any, of the Draw-Down Shares that it may acquire from us pursuant to the GEM SPA. Each such financial intermediary may receive commissions for executing such sales and, if so, such commissions will not exceed customary brokerage commissions. GEM, as well as such financial intermediaries, are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the Securities Act, and any profit on sales of the Draw Down Shares by them and any discounts, commissions or concessions received by them may be deemed to be underwriting discounts and commissions under the Securities Act. Although GEM is obligated to purchase the Draw Down Shares under the terms of the GEM SPA to the extent we choose to sell such Draw Down Shares to it (subject to certain conditions), there can be no assurances that GEM will sell any or all of the Draw Down Shares purchased under the GEM SPA pursuant to this prospectus. GEM will bear all commissions and discounts, if any, attributable to its sale of the Draw Down Shares. See “Plan of Distribution.” If GEM chooses to sell its shares of common stock, we will not receive any proceeds from such sales.

We will pay the expenses of registering these shares, but all selling and other expenses incurred by GEM will be paid by it.

For the purposes of calculating the number of shares of common stock that may be sold to GEM pursuant to the GEM SPA and which are being registered by this prospectus, we have assumed a minimum purchase price of $6.06 per share, as more fully described under “Prospectus Summary – GEM SPA”, and reduced the maximum gross proceeds we are entitled to draw down in exchange for shares of our common stock pursuant to the GEM SPA by the gross proceeds received to date for the 227,057 shares of our common stock previously sold to GEM under the GEM SPA. Our common stock is listed on the Nasdaq Global Market under the symbol “FBLG”. On June 17, 2024, the last reported sales price of our common stock was $6.73 per share.

Our founder and Chief Executive Officer, Pete O’Heeron, beneficially owns approximately 60% of the voting power of our outstanding voting securities, and we are a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC. We do not intend to rely on any exemptions from the corporate governance requirements that are available to controlled companies.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary—Implications of being an emerging growth company and a smaller reporting company.”

Investing in our common stock involves a high degree of risk. See the “Risk Factors” section beginning on page 12 of this prospectus for the risks and uncertainties you should consider before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated , 2024

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. Neither we nor GEM have authorized anyone to provide any information different from, or in addition to, the information contained in this prospectus and in any free writing prospectuses we have prepared or that have been prepared on our behalf or to which we have referred you. Neither we nor GEM take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. GEM is offering to sell, and seeking offers to buy, shares of our common stock only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since such date.

For investors outside the United States: Neither we nor GEM have done anything that would permit the use of or possession or distribution of this prospectus or any related free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock by GEM and the distribution of this prospectus outside the United States.

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