SecProbe.io

Filing text and metadata
Intelligence Terminal Search Topics Monthly Activity About

Correspondence 0001493152-24-011361 from FibroBiologics, Inc. (FBLG)

FibroBiologics, Inc.
Date: March 26, 2024 · CIK: 0001958777 · Accession: 0001493152-24-011361

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 333-277019

Referenced dates: March 25, 2024

Date
March 26, 2024
Author
NORTON
Form
CORRESP
Company
FibroBiologics, Inc.

Letter

Norton Rose Fulbright US LLP

Fulbright Tower

McKinney, Suite 5100

Houston, Texas 77010-3095

nortonrosefulbright.com

Brian P. Fenske

brian.fenske@nortonrosefulbright.com

Tel +1 713 651 5557

March 26, 2024

VIA EDGAR

Office of Life Sciences

Division of Corporation Finance

Securities and Exchange Commission

F Street, N.E.

Washington, D.C. 20549

Attention: Jimmy McNamara

Laura Crotty

Re: FibroBiologics, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed March 15, 2024

File No. 333-277019

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. 1 to Registration Statement on Form S-1 filed on March 15, 2024 (the “Registration Statement”), as set forth in the Staff’s letter dated March 25, 2024 (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 is 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 filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which reflects revisions in response to the Comment Letter and certain other updates.

Cover Page

1. We note your disclosure in the Plan of Distribution on page 124 that GEM and GYBL are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Please disclose that GEM and GYBL are underwriters on the cover page.

Company Response: In response to the Staff’s comment, the Company has revised the cover page to disclose that GEM and GYBL are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act.

General

2. We note your response to comment 3 and re-issue in part. Please disclose whether the Registered Stockholders engaged in any short selling of the company’s securities or other hedging activities prior to entering into the GEM SPA.

Company Response: Please note that the Registered Stockholders could not have engaged in any short selling of the Company’s securities or other hedging activities prior to entering into the GEM SPA because the Company was not publicly listed prior to the execution of the GEM SPA. That said, in response to the Staff’s comment, the Company has revised Amendment No. 2 in the Risk Factors and Plan of Distribution sections to disclose the additional information requested above with respect to the activities of the Registered Stockholders.

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

Show Raw Text
CORRESP
1
filename1.htm

    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

March
26, 2024

VIA
EDGAR

Office
of Life Sciences

Division of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention: Jimmy McNamara

Laura
Crotty

    Re:
    FibroBiologics,
    Inc.

Amendment
No. 1 to Registration Statement on Form S-1

Filed
March 15, 2024

File
No. 333-277019

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. 1 to Registration Statement on Form S-1 filed on March 15, 2024 (the “Registration
Statement”), as set forth in the Staff’s letter dated March 25, 2024 (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 is 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 filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which
reflects revisions in response to the Comment Letter and certain other updates.

Cover
Page

    1.
    We
    note your disclosure in the Plan of Distribution on page 124 that GEM and GYBL are “underwriters” within the meaning
    of Section 2(a)(11) of the Securities Act. Please disclose that GEM and GYBL are underwriters on the cover page.

Company
Response: In response to the Staff’s comment, the Company has revised the cover page to disclose that GEM and GYBL are “underwriters”
within the meaning of Section 2(a)(11) of the Securities Act.

General

    2.
    We
    note your response to comment 3 and re-issue in part. Please disclose whether the Registered Stockholders engaged in any short selling
    of the company’s securities or other hedging activities prior to entering into the GEM SPA.

Company
Response: Please note that the Registered Stockholders could not have engaged in any short selling of the Company’s securities
or other hedging activities prior to entering into the GEM SPA because the Company was not publicly listed prior to the execution of
the GEM SPA. That said, in response to the Staff’s comment, the Company has revised Amendment No. 2 in the Risk Factors and Plan
of Distribution sections to disclose the additional information requested above with respect to the activities of the Registered Stockholders.

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

    cc:
    Pete
    O’Heeron, Chief Executive Officer

Mark
Andersen, Chief Financial Officer

FibroBiologics,
Inc.

Lee
McIntyre

Norton
Rose Fulbright US LLP