Correspondence 0001493152-24-011361 from FibroBiologics, Inc. (FBLG)
FibroBiologics, Inc.
Date: March 26, 2024 · CIK: 0001958777 · Accession: 0001493152-24-011361
AI Filing Summary & Sentiment
File numbers found in text: 333-277019
Referenced dates: March 25, 2024
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CORRESP
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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