FibroBiologics (NASDAQ:FBLG) held a special meeting of stockholders on Feb. 20, 2026, where investors voted on five proposals related to capital structure and potential share issuance tied to warrant exercises. Following the formal vote, Founder, Chairman, and CEO Pete O’Heeron delivered a corporate update centered on the company’s fibroblast-based regenerative medicine platform and addressed several shareholder questions.
Quorum and meeting logistics
O’Heeron opened the meeting by introducing the board of directors—Robert Hoffman, Stacy Coen, Victoria Niklas, Richard Cilento, and Matt Link—along with CFO Jason Davis and General Counsel and Secretary Ruben Garcia, who served as secretary of the meeting and was appointed inspector of elections.
Stockholders approve reverse split and Nasdaq-related share issuance proposals
Stockholders voted on five proposals described in the company’s proxy statement filed with the SEC on Dec. 29, 2025. The polls opened at 11:02 a.m. Central Time and closed at 11:06 a.m. Central Time. The company announced preliminary results showing all proposals were approved, including:
- Reverse stock split authorization: Approval of an amendment to the company’s certificate of incorporation to effect a reverse stock split of issued and outstanding common stock and preferred stock at a ratio of not less than 1-for-5 and not greater than 1-for-30, with the exact ratio to be set by the board within one year of stockholder approval.
- Warrant-related share issuance approvals under Nasdaq Listing Rule 5635(d): Approval, for Nasdaq compliance purposes, of up to 12,110,203 shares issuable upon exercise of common warrants issued under a securities purchase agreement dated Nov. 18, 2025.
- Additional warrant-related approvals: Approval of up to 4,477,614 shares issuable upon exercise of warrants from securities purchase agreements dated Nov. 24, 2025, plus up to 313,433 shares issuable upon exercise of warrants tied to an engagement letter dated Nov. 10, 2025 with H.C. Wainwright & Co.
- Further warrant-related approvals: Approval of up to 5,227,275 shares issuable upon exercise of warrants from securities purchase agreements dated Dec. 14, 2025, plus up to 365,909 shares issuable upon exercise of warrants tied to the engagement letter.
- Adjournment proposal: Approval to adjourn the special meeting from time to time if necessary or appropriate, including to solicit additional votes in favor of one or more proposals or to establish a quorum.
Management said it expected to report preliminary voting results, or final results if available, in a Form 8-K filed with the SEC within four business days.
Corporate update: clinical pipeline and platform focus
In prepared remarks, O’Heeron described FibroBiologics as a clinical-stage biotechnology company developing therapies based on fibroblasts, which he characterized as having immune modulation and regenerative potential. He said the company had a Phase 1/2 clinical trial underway in diabetic foot ulcers, had submitted an investigational new drug (IND) application for psoriasis at the end of December, and had “IND-ready assets” for multiple sclerosis and degenerative disc disease.
O’Heeron also cited the company’s intellectual property position, stating it had “270+ issued and pending patents,” and noted a “clean balance sheet” with $4.9 million in cash as of Sept. 30, 2025.
Program details and data points discussed
O’Heeron positioned diabetic foot ulcers as the company’s lead indication, citing the global prevalence of diabetes-related foot ulcers and describing current treatments as inadequate. He also discussed the company’s use of “spheroids,” which he described as small spheres containing 1,000 to 3,000 fibroblasts that attach, migrate, and release healing factors with a predictable time-release profile.
In animal model results cited during the presentation, O’Heeron said the company’s CYWC-628 fibroblast spheroids outperformed Grafix (which he described as a leading technology made by Smith & Nephew) and the control arm, with 83.8% wound closure by day 19 versus 66% for Grafix and 51% for control, adding that multiple doses showed statistical wins.
He also discussed potential applications in immune-mediated and degenerative conditions, including multiple sclerosis, degenerative disc disease, and psoriasis. Regarding psoriasis, he said the IND had been submitted at the end of December and the company was preparing for clinical advancement.
Q&A: trial timing, IND sequencing, and AI use
During Q&A, O’Heeron addressed a question about the status of the diabetic foot ulcer trial and why it may have been delayed. He attributed delays to manufacturing scale-up challenges, stating that the company had faced “a couple of delays in the manufacturing process” but was “currently in manufacturing,” that “everything looks good,” and that he would “stick with our existing guidance of the trial starting this quarter.”
Asked about timelines for other clinical trials, O’Heeron said the company expected to hear back from the FDA on the psoriasis IND “any day now” and planned to use the FDA’s response to inform its multiple sclerosis IND submission because the applications are “very similar.” He said the company’s target is to have “all four pipeline products IND approved for human trials” this year.
On artificial intelligence, O’Heeron said AI is currently more effective in areas with extensive existing data, and that an AI firm that approached FibroBiologics found little fibroblast-related work beyond the company’s own efforts, limiting AI’s usefulness today. Asked when a product could reach market if trials go well, he said it would depend on the FDA and human trial results, adding he would be encouraged by a “rapid pathway to market” if human results matched animal findings.
About FibroBiologics (NASDAQ:FBLG)
FibroBiologics, Inc operates as a cell therapy, regenerative medicine company. It is developing a pipeline of treatments and potential cures for chronic diseases using fibroblast cells and fibroblast-derived materials. It holds 150+ U.S. and internationally issued patents/patents pending across various clinical pathways, including disc degeneration, orthopedics, multiple sclerosis, psoriasis, wound healing, reversing organ involution, and cancer. FibroBiologics, Inc was incorporated in 2021 and is based in Houston, Texas.
