Correspondence 0001493152-23-039681 from FibroBiologics, Inc. (FBLG)
FibroBiologics, Inc.
Date: Nov. 7, 2023 · CIK: 0001958777 · Accession: 0001493152-23-039681
AI Filing Summary & Sentiment
Referenced dates: October 27, 2023
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CORRESP
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Norton
Rose Fulbright US LLP
Fulbright
Tower
1301
McKinney, Suite 5100
Houston,
Texas 77010-3095
nortonrosefulbright.com
Brian
P. Fenske
brian.fenske@nortonrosefulbright.com
Tel
+1 713 651 5557
November
7, 2023
VIA
EDGAR AND OVERNIGHT COURIER
Office
of Life Sciences
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Cindy Polynice
Joe
McCann
Tracie
Mariner
Angela
Connell
Re:
FibroBiologics,
Inc.
Amendment
No. 2 to Draft Registration Statement on Form S-1
Submitted
October 13, 2023
CIK
No. 0001958777
Ladies
and Gentlemen:
This
letter is submitted on behalf of FibroBiologics, Inc. (the “Company”) in response to comments of the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with
respect to the Company’s Amendment No. 2 to Draft Registration Statement on Form S-1 confidentially submitted on October 13, 2023
(the “Draft Registration Statement”), as set forth in the Staff’s letter dated October 27, 2023 (the
“Comment Letter”).
Set
forth below are the Company’s responses to the Staff’s comments in the Comment Letter. For reference purposes, the text of
the Staff’s comments are reproduced in bold below, followed by the Company’s response to the comment. The numbered paragraphs
below correspond to the numbered comments in the Comment Letter.
Additionally,
the Company is concurrently submitting a Registration Statement on Form S-1 (the “Registration Statement”),
which reflects revisions in response to the Comment Letter and certain other updates. For the convenience of the Staff, we are also sending,
by overnight courier, copies of this letter and copies of the Registration Statement, marked to show changes to the Draft Registration
Statement as originally confidentially submitted.
Cover
Page
1.
We
note your revised disclosure that upon the Direct Listing you will have 2,500 shares of Series
C Preferred Stock with super-voting rights. Please advise whether you will be a controlled
company under the Nasdaq rules. If so, please include appropriate disclosure on the prospectus
cover page, in the Prospectus Summary, provide risk factor disclosure of this status and
disclose the corporate governance exemptions available to a controlled company. To the extent
you will be a controlled company, the cover page and Prospectus Summary disclosure should
include the identity of your controlling stockholder, the amount of voting power the controlling
stockholder will own following the completion of the offering and whether you intend to rely
on any exemptions from the corporate governance requirements that are available to controlled
companies.
Company
Response: We will be a “controlled company” within the meaning of the listing rules of The Nasdaq Stock Market LLC after
the Direct Listing. In response to the Staff’s comment, the Company has included the requested controlled company disclosure in
the Registration Statement.
Sale
Price History of Our Capital Stock, page 121
2.
Please
revise your disclosure on page 121 to further clarify what is meant by a “loyalty,
early-bird timing, amount based, and/or StartEngine owners bonus requirements”
and tell us whether any of the bonus shares were issued for purposes of meeting the Nasdaq
listing requirements and standards for the Direct Listing.
Company
Response: In response to the Staff’s comment, the Company has revised the referenced disclosure to further clarify what is
meant by a “loyalty, early-bird timing, amount based, and/or StartEngine owners bonus requirements.” None of the bonus hares
were issued for the purpose of meeting the Nasdaq listing requirements and standards for the Direct Listing.
General
3.
Please
tell us the specific NASDAQ listing requirements and standards that you intend to rely
on in order to list your shares on the Nasdaq Global Market and how you intend to meet those
requirements and standards.
Company
Response: The Company intends to rely on the Market Value Standard of the Nasdaq Global Market: Direct Listing Financial and Liquidity
Requirements, which include the following requirements that we intend to meet or exceed at the time of our Direct Listing:
● Valuation
based Market Value of Listed Securities $150 million;
● Unrestricted
Publicly Held Shares: 1.1 million;
● Valuation
based Market Value of Unrestricted Publicly Held Shares of $40 million;
● Valuation
based Bid Price $8;
● Unrestricted
Round Lot Shareholders: 400; and
● Market
Makers: 4.
Remainder
of page intentionally blank. Signature page follows.
Should
the Staff have additional questions or comments regarding this submission, please do not hesitate to contact the undersigned at (713)
651-5557 or brian.fenske@nortonrosefulbright.com.
Sincerely,
NORTON
ROSE FULBRIGHT US LLP
/s/
Brian P. Fenske
Brian
P. Fenske
Enclosure
cc:
Pete
O’Heeron, Chief Executive Officer
Mark
Andersen, Chief Financial Officer
FibroBiologics,
Inc.