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CONFIDENTIAL
TREATMENT REQUESTED

BY
FIBROBIOLOGICS INC.: FIBR-0001

CERTAIN
PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY
THE MARK “[***]”.

FOIA
CONFIDENTIAL TREATMENT REQUESTED

The
entity requesting confidential treatment is:

FibroBiologics
Inc.

455
E. Medical Center Blvd.

Suite
300

Houston,
Texas 77598

Phone:
(281) 671-5150

Rule
83 Confidential Treatment Request

January
16, 2024

By
Secured Electronic Transmission and Edgar

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, NE

Washington,
DC 20549

  Attention:
  Cindy Polynice

  Joe McCann

  Tracie Mariner

  Angela Connell

  Re:
  FibroBiologics Inc.

  Registration Statement on Form S-1

  File Number: 333-275361

  CIK No. 0001958777

Ladies
and Gentlemen:

We
are submitting this letter on behalf of FibroBiologics Inc. (the “Company”), in connection with the review by the
staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”)
of the Company’s Registration Statement on Form S-1 (File No. 333-275361) initially filed on November 7, 2023 (the “Registration
Statement”). The purpose of this letter is to respond to Comment 27 of the Staff’s letter of June 23, 2023, regarding
the Registration Statement. For your convenience, your original comment appears in bold text, followed by our response.

Because
of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for
confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information
and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules
on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s
letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the
portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

455
E. Medical Center Blvd.

Suite
300

Houston,
TX 77598

(281)
671-5150

www.Fibrobiologics.com

CONFIDENTIAL
                                            TREATMENT REQUESTED

BY
FIBROBIOLOGICS INC.: FIBR-0001

Financial
Statements, page F-1

Note
11- Share-based Compensation, page F-14

27.
Once you have an estimated offering price or range, please explain to us how you determined the fair value of the common stock underlying
your equity issuances and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and
the estimated offering price. This information will help facilitate our review of your accounting for equity issuances. Please discuss
with the staff how to submit your response.

The
Company submits the below additional information to assist the Staff in its review of the Company’s position with respect to its
determination of the fair value of the shares of its common stock underlying its outstanding equity awards and the reasons for the difference
between the recent valuations of its common stock and the estimated offering price for its direct listing on the Nasdaq Global Market,
or Nasdaq.

The
Company advises the Staff that the Company effected a 1-for-4 reverse stock split on October 31, 2013 (the “Reverse Stock Split”).
The Company has reflected the Reverse Stock Split in the Registration Statement. Accordingly, all numbers of shares and per share values
in this letter are presented on a post-split retroactive basis to reflect the Reverse Stock Split.

Preliminary
Direct Listing Current Reference Price Range

The
Company advises the Staff that it has preliminarily estimated a direct listing Current Reference Price1
in a range of approximately $[***] to $[***] per share (the “Price Range”) for its direct
listing. The Price Range does not take into account the current lack of liquidity for the Company’s common stock and assumes a
successful direct listing, with no weighting attributed to any other outcome for the Company’s business, such as remaining as a
privately held company or being sold in a change of control transaction.

As
is typical in a direct listing, the Price Range was not derived using a formal determination of fair value, but was determined through
discussions among the board of directors of the Company (the “Board”), senior management of the Company and representatives
of Maxim Group LLC, the Company’s financial advisor (“Advisor”). Among the factors that were considered in estimating
the Price Range were the following:

    ●
    the
    general conditions of the securities market and the recent market prices of, and the demand for, publicly traded common stock of
    comparable companies;

    ●
    the
    Company’s financial position and prospects;

    ●
    progress
                                            and stage of development of the Company’s products and brand;

1
Once our Advisor (defined below) has notified
Nasdaq that our shares of common stock are ready to trade, Nasdaq will confirm the Current Reference Price for our shares of common stock,
in accordance with Nasdaq rules. Under Nasdaq rules, the “Current Reference Price” means: (i) the single price at
which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of
orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes
the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered
price (i.e. the specified price entered in an order by a customer to buy or sell) at which our shares of common stock will remain unmatched
(i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultation with
the Advisor in its capacity as our financial advisor.

455
E. Medical Center Blvd.

Suite
300

Houston,
TX 77598

(281)
671-5150

www.Fibrobiologics.com

CONFIDENTIAL
                                            TREATMENT REQUESTED

BY
FIBROBIOLOGICS INC.: FIBR-0001

    ●
    an
    analysis of the typical valuation ranges seen in recent direct listings and initial public offering (“IPO”) for
    comparable companies in the Company’s industry;

    ●
    the
    general conditions of the securities market and the recent market prices of, and the demand for, publicly traded common stock of
    comparable companies;

 ● an
                                            assumption that there would be a receptive public trading market for the Company’s
                                            brand name;

 ● an
                                            assumption that there would be sufficient demand for the Company’s common stock to
                                            support an offering of the size contemplated by the Company; and

    ●
    the
    recent performance of direct listings and IPOs of companies in the industry in which the Company operates.

The
actual Current Reference Price will not be set until the first day of trading of the Company’s common stock on Nasdaq, and remains
subject to change based on developments in the Company’s business, market conditions and other factors that are outside of the
Company’s control. However, the Company believes that the actual Current Reference Price will be within the Price Range.

Summary
of Recent Equity Awards

The
table below is a list of the options to purchase shares of our common stock granted to our Board of Directors (“Board”),
Scientific Advisory Board members and employees in September 2022 and February 2023:

    Grant Date
    Class of Grantees
    Number of Shares
 of Common Stock Granted
    Exercise Price
    Estimated

 Fair Value Per

 Share of

 Common Stock

    Grant

 Date Fair

 Value Per

 Option

    9/26/2022
    Board of Directors
      25,000
    $ 3.28
    $ 3.28
    $ 2.56

    9/26/2022
    Scientific Advisory Board
      56,250
    $ 3.28
    $ 3.28
    $ 2.64 to $2.68

    9/26/2022
    Employees
      20,000
    $ 3.28
    $ 3.28
    $ 2.64
to $2.68

    2/17/2023
    Board of Directors
      926,500
    $ 2.28
    $ 2.28
    $ 1.80

    2/17/2023
    Employees
      2,763,250
    $ 2.28
    $ 2.28
    $ 1.80

455
E. Medical Center Blvd.

Suite
300

Houston,
TX 77598

(281)
671-5150

www.Fibrobiologics.com

CONFIDENTIAL
                                            TREATMENT REQUESTED

BY
FIBROBIOLOGICS INC.: FIBR-0001

Summary
of Recent Equity Issuances Prior to the Direct Listing

In
December 2022, we issued an aggregate of the equivalent of 381,658 shares of Series B Preferred Stock to investors in a private placement,
at a price of the equivalent of $6.76 per share as to the equivalent of 318,049 shares, with the remaining equivalent of 63,609 shares
being bonus shares.

From
February 2023 through April 2023, we issued an aggregate of the equivalent of 890,310 shares of Series B Preferred Stock to investors
in a Regulation Crowdfunding offering, at a price of the equivalent of $6.76 per share as to the equivalent of 724,937 shares, with the
remaining equivalent of 143,225 shares and equivalent of 22,148 shares being bonus shares and commission payment shares, respectively.

In
March and April 2023, we issued the equivalent of 1,680,084 shares of Series B Preferred Stock to investors in private placements, at
a price of the equivalent of $6.76 per share as to the equivalent of 1,527,349 shares, with the remaining equivalent of 152,735 shares
being bonus shares.

In
April 2023 through September 2023, we issued the equivalent of 74,922 shares of Series B-1 Preferred Stock to investors in a private
placement, at prices ranging from the equivalent of $18.00 to the equivalent of $20.00 per share as to the equivalent of 64,070 shares,
with the remaining equivalent of 10,852 shares being bonus shares. In connection with a portion of such private placement of our Series
B-1 Preferred Stock, we also agreed to issue warrants, exercisable for a period of three years from our Direct Listing, to purchase an
aggregate of the equivalent of an aggregate of 8,890 shares of our common stock at an exercise price of the equivalent of $20.00 per
share. In November 2023, the Company issued a total of 14,859 additional shares and 1,431 additional warrants to investors who subscribed
to purchase shares of Series B-1 Preferred Stock at a price per share that exceeded the reference price per share expected in the Direct
Listing. The net effect of issuing additional shares and warrants to Series B-1 investors was to issue the shares at the reference price
per share expected in the direct listing plus any incentives in bonus shares and/or warrants they would have received for buying shares
prior to the direct listing without the liquidity of publicly traded shares.

Determining
the Fair Value of Common Stock Prior to the Direct Listing for Stock Option Grants

As
there has been no public market for the Company’s common stock to date, the estimated fair value of our common stock was determined
by the Board, with input from the Company’s management, based on common stock valuations prepared by an independent valuation firm
(the “Independent Valuation Firm”), meeting the requirements of Section 409A (“Section 409A”) of
the United States Tax Code (the “Code”), for tax planning and financial reporting purposes in recognition of Section
409A and FASB Accounting Standards Codification Topic 718 – Stock Compensation (“ASC 718”). The analysis
used to prepare the valuations was prepared following the guidance of the American Institute of Certified Public Accountants (“AICPA”)
Accounting and Valuation Guide: Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “AICPA Guide”).

Specifically,
the option grants described in the table above which took place on September 26, 2022 (the “2022 Options”), were based
on a common stock valuation prepared for the purposes of Section 409A and ASC 718, by the Independent Valuation Firm, dated September
22, 2022 (with a valuation date of August 18, 2022) (the “2022 Valuation”). Pursuant to the 2022 Valuation, the Independent
Valuation Firm opined that the fair market value of a share of the Company’s common stock on a non-marketable, minority basis as
of August 18, 2022, was $3.28 per share, which the Board of Directors determined was still the fair value of one share of the Company’s
common stock on September 26, 2022, the date the 2022 Options were granted.

The
option grants described in the table above which took place on February 17, 2023 (the “2023 Options”, and together
with the 2022 Options, the “Options”), were based on a common stock valuation prepared for the purposes of Section
409A and ASC 718, by the Independent Valuation Firm, dated February 2, 2023 (with a valuation date of January 21, 2023)(the “2023
Valuation” and together with the 2022 Valuation, the “409A Valuations”). Pursuant to the 2023 Valuation,
the Independent Valuation Firm opined that the fair market value of a share of the Company’s common stock on a non-marketable,
minority basis as of January 21, 2023, was $2.28 per share, which the Board of Directors determined was still the fair value of one share
of the Company’s common stock on February 17, 2023, the date the 2023 Options were granted.

455 E. Medical Center Blvd.

Suite
300

Houston,
TX 77598

(281)
671-5150

www.Fibrobiologics.com

CONFIDENTIAL TREATMENT REQUESTED

BY FIBROBIOLOGICS INC.: FIBR-0001

The
409A Valuations were based on, among other things, a marketability discount and valuation methodology as discussed in greater detail
below.

Marketability
Discount

In
determining the estimated fair value of common stock on the date of a grant, it is appropriate to consider that the security may not
be freely tradeable in the public markets. The estimated fair value of the common stock of the Company on September 26, 2022 and February
17, 2023, therefore, reflects a discount for lack of marketability (“DLOM”), which considers that the Company is a
closely held entity with a diversified shareholder base and is partially based on the anticipated likelihood and timing of a future liquidity
event for the subject shares.

Section
409A regulations provide a presumption of reasonableness to valuations of stock that are not publicly traded and are issued “as
of a date that is no more than 12 months before the relevant transaction to which the valuation is applied (for example, the date of
grant of a stock option)”, unless a material event occurs that would affect such valuation. The Options were each granted within
a short period of time (39 days for the 2022 Options and 27 days for the 2023 Options) from the effective dates of the third-party 409A
Valuations, which the Company believes meets the safe harbor set forth in Section 409A, as to the Company’s good faith belief,
that the 409A Valuations meet the requirements of Section 401(a)(28)(C) of the Code.

Description
of Valuation Methodologies

Historically,
the Company has issued equity-based awards in the form of option awards. The fair values of the option awards were estimated based on
the date of grant using a Black-Scholes pricing model, which uses as inputs the fair value of the Company’s common stock and assumptions
the Company makes for the volatility of its common stock, the expected term of its stock options, the risk-free interest rate for a period
that approximates the expected term of the Company’s stock options and