📜 What This Document Is 📰

This document is a Preliminary Proxy Statement (PRE 14A), which is a critical filing that tells stockholders what they will be asked to vote on at the upcoming Annual Meeting of Stockholders. Simply put, it is a "how-to guide" and a "here's what we want you to approve" package for investors.

The primary purpose is to provide all the details—from nominating new board members to approving the company’s executive compensation plan—before the vote. Because this is a preliminary statement, the final details might change, but it outlines the major votes you need to be prepared for.

👉 Key Takeaway: The document is not the vote itself; it is the detailed informational package you need to understand the four major proposals and the company's governance structure before the meeting on June 22, 2026.

🧬 Company Background and Operations 🔬

FibroBiologics, Inc. is a Delaware corporation operating in the highly specialized field of biotechnology. While the filing does not detail specific current products, its history shows its focus on advanced medical treatments, evidenced by its founder's extensive work in regenerative medicine, biologics, and advanced surgical instrumentation.

The company structure is anchored by the fact that its founder, Pete O’Heeron, is heavily involved in the corporate governance, holding all 125 shares of Series C Preferred Stock.

👉 Why it matters: Because FibroBiologics is a biotech company, its valuation and future success are tied to complex, long-term science and research (like rare disease and biologics), making its governance and financial planning (as presented in the proposals) extremely important.

🗓️ Annual Meeting Logistics 💻

The Annual Meeting of Stockholders is scheduled for Monday, June 22, 2026, at 11:00 a.m. Central Time. Notably, this will be a virtual-only meeting, meaning no physical attendance is possible, but the company states this format is intended to enhance and equalize global access for all stockholders.

• Record Date: The date that determines who is eligible to vote is April 24, 2026.
• Voting Method: Stockholders must vote electronically via the internet, by telephone, or by submitting a proxy card.
• Website: All participation and voting instructions are centered on www.virtualshareholdermeeting.com/ FBLG2026.

👉 Important: Since the meeting is virtual, the company stresses that all stockholders must vote promptly, even if they plan to attend, to ensure their vote is counted and to minimize the risk of a "broker non-vote" (i.e., your broker voting without specific instructions).

👥 Board of Directors and Governance Structure 👑

The governance structure of FibroBiologics shows a commitment to oversight through its Board of Directors, which is divided into three classes of two directors each. The Board operates with several internal policies, including a Director Resignation Policy and detailed guidelines on Clawback and Insider Trading policies.

The Board also established three key committees:

• Audit Committee: Responsible for overseeing the financial reporting integrity and selecting the independent public accounting firm.
• Compensation Committee: Manages and recommends the executive and director compensation plans.
• Governance and Nominating Committee: Handles director nominations and corporate guidelines.

👉 Why it matters: These policies signal a dedication to corporate accountability. The Nomination Committee's professional opinions, for example, highlight the deep experience of the nominees (like Ms. Coen’s work in oncology and rare disease) which supports the credibility of the Board's decisions.

👤 Election of Class III Directors 🗳️

The first major vote is the election of two Class III directors to hold office until the 2029 Annual Meeting. The Board is nominating Stacy Coen, MBA, and Pete O’Heeron for election. Directors are elected if they receive more "For" votes than "Against" votes from those present or represented by proxy.

• Stacy Coen: She has extensive experience (over 25 years) in the biotech sector, having served at companies like ImmunoGen, Inc. and Editas Medicine, Inc.
• Pete O’Heeron: As the founder, Mr. O'Heeron brings over 25 years of experience in medical technology and biotech development, with a notable background in developing patented products.

👉 What to note: The board is actively nominating its founder and an experienced independent professional, suggesting continuity of vision while adding external expertise.

🔎 Ratification of Independent Accounting Firm 💰

The second proposal asks stockholders to ratify the appointment of WithumSmith+Brown, PC, as the company’s independent registered public accounting firm for the year ending December 31, 2026. Although law does not mandate this ratification, the Board is submitting it as a matter of "good corporate practice."

The fees billed for professional services are detailed below:

• Total Fees (2025): $328,339
• Total Fees (2024): $364,520

👉 Why it matters: Approving the auditor gives the company financial confidence and legal assurance. The Board emphasizes that failure to ratify could lead the Board to reconsider retaining this firm.

🚀 Approval of March Stock Issuance Proposal 💸

This proposal is perhaps the most complex and concerns the issuance of shares through warrants, which are options giving the right to buy stock at a set price. The approval is necessary to comply with Nasdaq Listing Rule 5635(d).

The proposal requests approval for two tranches of shares:

1. March SPA Warrants: Up to 2,272,728 shares of Common Stock.
2. Engagement Letter Warrants: Up to 159,091 shares of Common Stock.

The total potential issuance of common stock is highly significant, as the full exercise of these warrants would lead to substantial dilution for existing stockholders.

• Key Details:
  • The original agreement (March SPA) involved issuing 1,028,788 shares and warrants.
  • The Placement Agent, H.C. Wainwright & Co., LLC, received a cash fee of 7.0% and a management fee of 1.0% of the aggregate purchase price.
  • The Risk: If stockholders do not approve this, the company must repay the outstanding balance of the warrants in cash. The filing warns that the company may not have enough cash to cover this repayment, potentially forcing emergency financing.

👉 Crucial point: The Board stresses that the transactions leading to these warrants are already binding obligations, meaning the failure to approve the proposal will not stop the company from having to pay the cash amounts, only that the payment may be difficult.

📝 Approval of 2026 Equity and Incentive Compensation Plan 🧑‍💼

This final proposal asks for approval of the 2026 Plan, which is designed to replace the 2022 Stock Plan. The core goal is to ensure the company can continue attracting and retaining top talent in a competitive market.

The 2026 Plan grants:

• Initial New Shares: 2,200,000 shares of common stock.
• Existing Shares: All remaining shares authorized under the 2022 Stock Plan (339,188 shares).

The plan includes "evergreen" provisions, allowing the shares available for awards to automatically increase annually from 2027 through 2036 (up to 4% each year).

• Compensation Focus: The plan is structured to link compensation directly to long-term stockholder value creation (pay-for-performance).
• Mitigating Risk: The plan includes restrictions, such as prohibiting "liberal share recycling" and mandating that no repricing of options can occur without further stockholder approval.

👉 Why it matters: This proposal confirms the company's commitment to using equity (shares) as the primary incentive for its executives and directors, a practice that can dilute existing shareholder ownership over time.

📬 Voting Mechanics and Key Dates 📍

This section provides necessary administrative details for voting. Stockholders of record must ensure they receive and submit their vote by 11:59 p.m. ET on June 21, 2026.

• Voting Window: Stockholders must cast their vote as soon as possible.
• Non-Routine Matters: The Board advises that Proposals 1, 3, and 4 are considered "non-routine" matters. This means a broker (if your shares are held by a bank/broker) cannot vote your shares on these proposals unless they receive specific, direct instructions from you, or the vote is counted as a "broker non-vote."
• Quorum: A quorum (a minimum number of votes required to hold a valid meeting) requires the presence of shares representing 3,416,958 votes.

📞 Action Items and Contact Information 📩

For stockholders needing to vote, the primary actions involve using the provided resources.

• Online Portal: www.virtualshareholdermeeting.com/ FBLG2026
• Proxy Card/Phone: The official proxy card or dedicated phone line (1-800-690-6903) should be used to submit instructions.
• Mailing Notice: The Notice of Internet Availability of Proxy Materials is planned to be mailed on or about May 5, 2026.

🧠 The Analogy 🚂

Think of voting on a proxy statement like deciding the route for a large train (the company). The Board is presenting the track map (the proposals) and saying, "Please help us approve these switches and new rails so we can reach our destination." If you approve the board members, you are choosing the people who manage the train crew. If you approve the warrants, you are letting the train buy more coal (shares) to continue running. Every vote, every dollar, and every name listed helps determine if the train stays on the tracks or derails.

🧩 Final Takeaway 💡

The Proxy Statement requires stockholders to approve significant actions—especially related to warrants (Proposal 3) and the compensation plan (Proposal 4)—that will potentially dilute current ownership. While the Board is highly experienced, investors must weigh the immediate cash risks associated with warrant exercises against the promise of future growth.