FibroBiologics, Inc. Common Stock EGM 2026
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Transcript
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Good morning or good afternoon, and welcome to the FibroBiologics special meeting of stockholders. I would now like to turn the conference over to Pete O'Heeron. Please go ahead. Good morning.
I'm Pete O'Heeron, the founder, chairman, and Chief Executive Officer of FibroBiologics, and I'll be presiding at this meeting. Welcome to this special meeting of stockholders. Before I call the meeting to order, I'd like to introduce you to the other members of FibroBiologics board of directors. They're Rich Cilento, Robert Hoffman, Victoria Niklas, Kate Rubins, and Leigh Steinberg. Also present today is Dr. Hamid Khoja, our Chief Scientific Officer, Jason Davis, our Chief Financial Officer, and Ruben Garcia, our General Counsel and Secretary. Ruben will serve as secretary of this meeting. I would now like to call this meeting to order. We will proceed with the formal business of the meeting as set forth in your notice of special meeting and proxy statement. After the formal part of our meeting, we'll provide you with a corporate update and an opportunity to ask questions.
Please note that the meeting is being recorded, and a webcast replay will be available online following today's meeting. Will the secretary please report at this time with respect to the mailing of the notice of the meeting?
I have an affidavit from Broadridge certifying that on July 31, 2026, a notice of the special meeting of stockholders of FibroBiologics was deposited in the U.S. mail to stockholders of record at the close of business on July 20, 2026. In accordance with Delaware law, a complete list of stockholders entitled to vote at this meeting has been made available for examination by stockholders for at least 10 days prior to this meeting.
At this time, I'm appointing our secretary, Ruben Garcia, to act as Inspector of Elections at this meeting. Mr. Garcia has taken the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of this meeting. His function is to decide upon the qualification of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Will the secretary please report at this time with respect to the existence of a quorum?
Proxies have been received from holders of shares of our common stock and Series C preferred stock outstanding on the record date that represent 3,423,980 of the 8,283,193 votes available to be cast at this meeting, which represents approximately 41% of the total number of votes available to be cast on the record date. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.
Thank you. The secretary will now open the polls and describe the voting procedures.
The time is 11:02 A.M. Central on September 17, 2026, and the polls are now open for voting on all matters to be presented. If you already submitted your proxy card, you should not vote again unless you would like to change your vote. If you have not already voted by proxy, please mark the appropriate box on the screen, which will then be submitted for tallying. Each share of common stock is entitled to one vote, and each share of Series C preferred stock is entitled to 13,000 votes. The polls will be closed to voting after we go through the matters to be voted on.
Thank you. There is one proposal to be considered by the stockholders at this meeting. The proposal is more fully described in our proxy statement filed with the SEC on July 31, 2026. The sole item of business to approve is the issuance of 8,163,266 shares of common stock issuable on the exercise of outstanding common warrants issued pursuant to the security purchase agreement dated June 25, 2026, and up to 285,714 shares of common stock issuable upon the exercise of outstanding common warrants issued pursuant to our engagement letter with H.C. Wainwright. The board recommends you vote for this proposal. No other proposals have been properly submitted pursuant to our bylaws or the rules of the SEC, so no other proposals are being considered. The secretary will now close the polls.
The time is 11:04 A.M. Central on September 17, 2026, and the polls are now closed for voting.
May we have the results of the voting?
The preliminary results for the proposal presented at this meeting are as follows. The issuance of up to 8,163,266 shares of common stock upon the exercise of outstanding common warrants issued pursuant to the securities purchase agreement dated June 25, 2026, and up to 285,714 shares of common stock upon the exercise of outstanding common warrants issued pursuant to the engagement letter is approved. We expect to report our preliminary voting results, or if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within the next four business days.
This concludes the formal portion of today's meeting, and the meeting is now adjourned. Thank you all for joining us. We will now provide a company update. I want to start with a simple message. FibroBiologics is in a stronger place today than at any point in our history, and I could not be more excited about where we're headed. This past year tested us. Being a young public company in a difficult market is not for the faint of heart. We faced those challenges head-on. We made hard decisions, we stayed focused on the science, and we kept our promises. We weathered the storm, and we're coming out of it stronger, sharper, and a more determined company. Every company that builds something meaningful goes through storms. We take the long view.
If you're willing to completely focus on the product and the science, you can build something that lasts for decades. That's exactly what we're doing. Look at what we've accomplished along the way. Our phase I/II wound care trial is underway, and we're enrolling and dosing patients. We filed our IND with the FDA for psoriasis, and we added depth to our board with two new remarkable members, Kate Rubins and Leigh Steinberg. None of that happens alone. We owe it to you, our shareholders, who believed in us, to our dedicated employees who show up every day with passion and purpose, to our management team, and to a supportive board of directors that stood with us through every step. We thank you. The stem cell revolution didn't begin in a billion-dollar lab. It began with fibroblasts, nature's quiet architects of healing.
At FibroBiologics, we believe the next era of medicine will be defined by regeneration, by restoring balance, by treating chronic disease at its roots. Our corporate update will be followed by the opportunity to ask questions about FibroBiologics business. There's a Q&A button on your screen that you can use to submit your questions at any time. Before we begin, I'd like to note that our corporate update and responses to questions may include forward-looking statements. Actual results could differ materially from those contemplated by our forward-looking statements. Please take a look at the slides being presented at this meeting and at our filings with the SEC for a discussion of the factors that could cause results to differ. Also note that any forward-looking statements are based on information available to us as of today's date, and we disclaim any obligation to update such statements except as required by law.
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