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United States securities and exchange commission logo
February 26, 2024
Mark Andersen
Chief Financial Officer
FibroBiologics, Inc.
455 E. Medical Center Blvd.
Suite 300
Houston, Texas 77598
Re:FibroBiologics, Inc.
Registration Statement on Form S-1
Filed February 12, 2024
File No. 333-277019
Dear Mark Andersen:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Please revise the cover page to identify the parties comprising the "Registered
Stockholders". In this regard we note that the table on page 115 lists only GEM Global
Yield LLC SCS under the heading "Registered Stockholders" and no other parties. In the
event GEM Global Yield LLC SCS is the only selling stockholder, please clarify this
point throughout the prospectus.
Exhibit Index, page II-5
2.Please ensure each exhibit is in the proper text-searchable format. See Item 301 of
Regulation S-T. Please re-file the respective exhibits to your registration statement.

 FirstName LastNameMark Andersen
 Comapany NameFibroBiologics, Inc.
 February 26, 2024 Page 2
 FirstName LastNameMark Andersen
FibroBiologics, Inc.
February 26, 2024
Page 2
General
3.Please revise your prospectus to disclose the following information with respect to the
Share Purchase Agreement by and among the company and GEM Global Yield LLC SCS
and GEM Yield Bahamas Limited:

•the material terms of the agreement, including the full discounted price (or formula
for determining it) at which GEM will receive the shares.
•the material risks of an investment in the company and in the offering, including:othe dilutive effect of the formula or pricing mechanism on the company’s share
price;
othe possibility that the company may not have access to the full amount
available to it under the agreement; and
owhether an investor can engage in short-selling activities and, if so, how any
sales activities after announcement of a put may negatively affect the
company’s share price.
•the material market activities of GEM, including:oany short selling of the company’s securities or other hedging activities that
GEM may or has engaged in, including prior to entering into the agreement and
prior to the receipt of any shares pursuant to the terms of the agreement; and
ohow GEM intends to distribute the securities it owns or will acquire.
•how the provisions of Regulation M may prohibit GEM and any other distribution
participants that are participating in the distribution of the company’s securities from:oengaging in market making activities (e.g., placing bids or making purchases to
stabilize the price of the common stock) while the agreement is in effect; and
opurchasing shares in the open market while the agreement is in effect.
4.We note the company issued a draw-down notice under the GEM SPA to have GEM
purchase up to 900,000 shares of common stock at a draw-down threshold price of no less
than $15.00 per share, and that the company submitted a closing notice after 65,447 shares
of common stock were purchased in a private placement at $15.00 per share. Please revise
your disclosure, where appropriate, to explain why GEM did not purchase the entire
900,000 shares contained in the draw-down notice.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameMark Andersen
 Comapany NameFibroBiologics, Inc.
 February 26, 2024 Page 3
 FirstName LastName
Mark Andersen
FibroBiologics, Inc.
February 26, 2024
Page 3
            Please contact Jimmy (CF) McNamara at 202-551-7349 or Laura Crotty at 202-551-7614
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Fenske