FibroBiologics Inc美股招股说明书(2026-07-16版)

This prospectus relates to the registration of the resale or other disposition, from time to time, of up to 12,530,613 shares of ourcommon stock, par value $0.00001 per share, or the common stock, by the selling stockholders named in this prospectus, or theSelling Stockholders. The shares of our common stock to which this prospectus relates consist of (i) up to 4,081,633 shares ofcommon stock issuable upon the exercise of pre-funded warrants to purchase common stock, or the Pre-Funded Warrants, (ii) up to4,081,633 shares of common stock issuable upon the exercise of warrants to purchase common stock, or the Short-term Warrants,(iii) up to 4,081,633 shares of common stock issuable upon the exercise of warrants to purchase common stock, or the Long-termWarrants and, together with the Short-term Warrants, the Warrants, and (iv) up to 285,714 shares of common stock issuable uponthe exercise of placement agent warrants issued concurrently with the Warrants, or Placement Agent Warrants and, together withthe Pre-Funded Warrants, and the Warrants, the June Warrants. The shares of common stock being registered for resale by the Selling Stockholders in the registration statement of which thisprospectus forms a part were issued and sold pursuant to a private placement, or Private Placement, which was priced at the marketat a combined purchase price per Pre-Funded Warrant and accompanying Warrants of $0.73499. In addition, the Company issuedto the placement agent, or its designees, for the Private Placement, the Placement Agent Warrants to purchase up to an aggregate of285,714 shares of common stock, at an exercise price equal to $0.9188 per share. The Warrants and Placement Agent Warrants willbe exercisable upon receipt of the Stockholder Approval (as defined below). We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our common stockby the Selling Stockholders. However, we may receive up to approximately $6.3 million aggregate gross proceeds upon exercise ofthe June Warrants by the Selling Stockholders. See “Prospectus Summary—The Securities Purchase Agreement” on page 2 of thisprospectus for a description of the securities purchase agreement and June Warrants and “Principal and Selling Stockholders” onpage 16 of this prospectus for additional information regarding the Selling Stockholders. The Selling Stockholders may sell or otherwise dispose of the common stock described in this prospectus in a number of differentways and at varying prices. We will pay the expenses incurred in registering under the Securities Act the offer and sale of the sharesof the common stock to which this prospectus relates by the Selling Stockholders, including our legal and accounting fees, but allselling and other expenses incurred by the Selling Stockholders will be paid by them. The Securities and Exchange Commissionmay take a position that each of the Selling Stockholders is an “underwriter” within the meaning of Section 2(a)(11) of theSecurities Act of 1933, as amended, or the Securities Act. See the sections “About this Prospectus” on page 1 and “Plan ofDistribution” on page 20 of this prospectus for more information. No securities may be sold without delivery of this prospectus andany applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully readthis prospectus and any applicable prospectus supplement before you invest in our securities. Our common stock is listed on the Nasdaq Capital Market under the symbol “FBLG”. On July 8, 2026, the last reported sales priceof our common stock was $0.8168 per share. We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, assuch, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to doso in future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller ReportingCompany.” Investing in our common stock involves a high degree of risk. See the “Risk Factors” section beginning on page 11 of thisprospectus 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 thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Prospectus Dated July 16, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING9RISK FACTORS11CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS12TRADEMARKS, SERVICE MARKS AND TRADENAMES14USE OF PROCEEDS15DIVIDEND POLICY15PRINCIPAL AND SELLING STOCKHOLDERS16PLAN OF DISTRIBUTION20LEGAL MATTERS22EXPERTS22WHERE YOU CAN FIND ADDITIONAL INFORMATION22INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE22 You should rely only on the information contained in