Update: FibroBiologics said Jan. 25 that its stock will begin trading on the Nasdaq on Jan. 31. The company's offering features a resale of 4.8 million shares of common stock held by existing shareholders, according to information filed with the Securities and Exchange Commission. FibroBiologics said that if the registered stockholders choose to sell their shares of common stock, the company will not receive any proceeds.
The original story from Dec. 11 appears below.
A Houston-based cell therapy company has filed for a direct listing on the Nasdaq Global Market after previously putting off going public.
FibroBiologics Inc. filed its initial S-1 registration form with the Securities and Exchange Commission in November and submitted an amended form this month. The company applied to list its shares under the ticker symbol "FBLG."
No date has been set for the offering, according to the filing. However, an investor day has been set for Dec. 14. Maxim Group LLC will serve as financial adviser to FibroBiologics.
Existing shareholders are the sellers of the FibroBiologics' common stock. Unlike an initial public offering, the resale of FibroBiologics' common stock is not being underwritten on a firm-commitment basis by any investment bank, meaning the price for its shares could be volatile, according to the SEC filings.
In its Nov. 7 S-1, FibroBiologics said there has not been a fixed number of shares available for sale. The company’s registered stockholders collectively hold 4.8 million shares of common stock.
Additionally, FibroBiologics CEO Pete O’Heeron will own approximately 59% of the voting power of FibroBiologics’ controlled securities, meaning the company will be a controlled company. This allows FibroBiologics to circumvent several exemptions to typical public company rules, such as the requirements that a majority of the company’s directors must be independent. FibroBiologics said in the Nov. 7 filing that it does not intend to rely on the exemption currently.
The Houston Business Journal reached out to O’Heeron and the company for further comment but did not receive a response before press time.
FibroBiologics holds more than 150 patents in the U.S. and internationally for a variety of applications for cells known as fibroblasts, including therapies for degenerative disc disease, multiple sclerosis and cancer. Its multiple sclerosis treatment, known as CYMS101, completed a phase 1 trial on human patients, and FibroBiologics said in filings that it is working to find strategic partnerships while applying for a phase 2 trial.
As of June 2023, the company had $11.4 million in cash and cash equivalents, which is estimated to fund FibroBiologics’ operations until September 2024.
Earlier this year, FibroBiologics closed a crowdfunding round that raised nearly $5 million through the platform StartEngine. The crowdfunding round was the option FibroBiologics chose instead of an IPO in 2022, according to O’Heeron.
“It was kind of the first time we'd ever pounded our chests publicly and gone out to the general retail investor community,” O’Heeron said in April. “We couldn’t have been more happy with the way it turned out.”
O’Heeron said company leaders had explored different options to go public in 2022, but market conditions led them to attempt crowdfunding. FibroBiologics has also been in conversations with the Texas Medical Center and CTMC, a joint venture between the University of Texas M.D. Anderson Cancer Center and biotech firm National Resilience Inc. O’Heeron said an eventual goal is to open manufacturing space once the company's products are ready.
The company moved into new offices at 455 E. Medical Center Blvd. near the Clear Lake Medical Center at the end of 2022. O’Heeron said FibroBiologics is working to find space for a cell manufacturing facility near the offices.
