Good morning. Welcome to the FibroBiologics Special Meeting of Stockholders. I would now like to turn the conference over to Pete O'Heeron, Chairman of the Board. Please go ahead.
Thank you. Good morning. I'm Pete O'Heeron, the Founder, Chairman, and Chief Executive Officer of FibroBiologics, and I'll be presiding at this meeting. Welcome to the special meeting of stockholders. Before I call the meeting to order, I'd like to introduce you to other members of FibroBiologics' Board of Directors. They are Robert Hoffman, Stacy Coen, Victoria Niklas, Richard Cilento, and Matt Link. Also present today is Jason Davis, our Chief Financial Officer, and Ruben Garcia, our General Counsel and Secretary. Ruben will serve as Secretary of this meeting. I would now like to call this meeting to order. We will proceed with the formal business of the meeting as set forth in your notice of special meeting and proxy statement. After the formal part of the meeting, we will provide you with a corporate update and opportunity to ask questions.
Please note that this meeting is being recorded, and a webcast replay will be available online following today's meeting. Will the Secretary please report at this time with respect to the mailing of the notice of the meeting?
I have an affidavit from Broadridge certifying that on December 29, 2025, a notice of the special meeting of stockholders of FibroBiologics was deposited in the U.S. Mail to stockholders of record at the close of business on December 26, 2025. In accordance with Delaware law, a complete list of stockholders entitled to vote at this meeting has been made available for examination by stockholders for at least 10 days prior to this meeting.
At this time, I'm appointing our Secretary, Ruben Garcia, to act as Inspector of Elections at this meeting. Mr. Garcia has taken the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of this meeting. His function is to decide upon the qualification of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Will the Secretary please report at this time with respect to the existence of a quorum?
Proxies have been received from holders of shares of our common stock and Series C preferred stock outstanding on the record date that represent 54,971,343 of the 99,019,722 votes available to be cast at this meeting, which represents approximately 56% of the total number of votes available to be cast based on the record date. This constitutes a quorum for the meeting today, and we will now carry out the official business of the meeting.
Thank you, Ruben. The Secretary will now open the polls and describe the voting procedures.
The time is 11:02 Central Time on February twentieth, 2026, and the polls are now open for voting on all matters to be presented. If you already submitted your proxy card, you should not vote again unless you would like to change your vote. If you have not already voted by proxy, please mark the appropriate box on the screen, which will then be submitted for tallying. Each share of common stock is entitled to one vote, and each share of Series C preferred stock is entitled to 13,000 votes. The polls will be closed to voting after we go through the matters to be voted on.
Thank you. There are 5 proposals to be considered by the stockholders at this meeting. Each of these proposals is more fully described in our proxy statement filed with the SEC on December 29, 2025. The first item of business is the adoption of the amendment to our amended and restated certificate of incorporation, as amended, to effect a reverse stock split of our issued and outstanding common stock and preferred stock at a ratio not less than 1-for-5 and not greater than 1-for-30, with the exact ratio being set within that range at the discretion of the board, without further approval or authorization of stockholders prior to the 1-year anniversary of the date on which the reverse stock split is approved by the stockholders at this special meeting. The board recommends you vote for this proposal.
The second item of business today is to approve, for purposes of Nasdaq listing Rule 5635(d), the issuance of up to 12,110,203 shares of common stock, issuable upon the exercise of outstanding common warrants issued pursuant to the certain securities purchase agreement dated November 18, 2025, between the company and the purchaser party thereto. The board recommends you vote for this proposal.
The third item of business is to approve, for purposes of Nasdaq listing Rule 5635D, the issuance of up to 4,477,614 shares of common stock upon the exercise of outstanding common warrants issued pursuant to those certain security purchase agreements, each dated November 24, 2025, by and among the company and the purchasers party thereto, and up to 313,433 shares of common stock, issuable upon the exercise of outstanding common warrants issued pursuant to the certain engagement letter dated November 10, 2025, between the company and H.C. Wainwright & Co. The board recommends you vote for this proposal.
The fourth item of business is to approve, for purpose of Nasdaq listing Rule 5635(d), the issuance of up to 5,227,275 shares of common stock upon the exercise of outstanding common warrants issued pursuant to those certain security purchase agreements, each dated December 14, 2025, by and among the company and the purchasers party thereto, and up to 365,909 shares of common stock, issuable upon the exercise of outstanding common warrants issued pursuant to the engagement letter. The board recommends you vote for this proposal. The fifth item of business is to approve the adjournment of the special meeting from time to time, if necessary or appropriate...
including to solicit additional votes in favor of one or more proposals if there are not sufficient votes at the time of the special meeting to adopt such proposals or to establish a quorum. The board recommends you vote for this proposal. No other proposals have been properly submitted pursuant to our bylaws or the rules of the SEC, so no other proposals are being considered. The Secretary will now close the polls.
The time is 11:06 Central Time on February twentieth, 2026, and the polls are now closed for voting.
May we have the results of the voting?
The preliminary results for the proposals presented at this meeting are as follows: The amendments to our amended and restated certificate of incorporation to affect a reverse stock split of our issued and outstanding common stock and preferred stock is approved. The issuance of up to 12,110,203 shares of common stock upon the exercise of outstanding common warrants issued pursuant to that securities purchase agreement dated November 18, 2025, is approved. The issuance of up to 4,477,614 shares of common stock upon the exercise of outstanding common warrants issued pursuant to those certain security purchase agreements dated November 24, 2025, and up to 313,433 shares of common stock upon the exercise of outstanding common warrants issued pursuant to the engagement letter is approved.
The issuance of up to 5,227,275 shares of common stock upon the exercise of outstanding common warrants issued pursuant to those certain security purchase agreements dated December 14, 2025, and up to 365,909 shares of common stock upon the exercise of outstanding common warrants issued pursuant to the engagement letter is approved. The adjournment of the special meeting from time to time, if necessary, appropriate, is approved. We expect to report our preliminary voting results or if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within the next four business days.
This concludes the formal portion of today's meeting, and the meeting is now adjourned. If you'd like to stay on, we will now provide our company update. Today isn't just a shareholder meeting; it's a gathering of people who believe medicine can be smarter, more ambitious. The stem cell revolution didn't begin in a billion-dollar lab. It began with fibroblasts, nature's quiet architects of healing. Today, we are returning to that origin story. At FibroBiologics, we believe the next era of medicine won't be defined by incremental improvements. It'll be defined by regeneration, by restoring balance, by curing chronic disease at its root. Revolutions don't start loudly. They start with conviction, and I believe we are standing at the edge of one. Our corporate update will be followed by the opportunity to ask questions relating to FibroBiologics' business.
There's a Q&A button on your screen that you can use to submit your questions. Before we begin, I'd like to note that our corporate update and responses to questions may include forward-looking statements. Actual results could differ materially from those contemplated by our forward-looking statements. Please take a look at the slides being presented at this meeting and at our filings with the SEC for a discussion of the factors that could cause our results to differ. Also, note that any forward-looking statements are based on information that is available to us as of today's date, and we disclaim any obligation to update such statements except as required by law. Our mission is simple: harness the immune modulation and regenerative potential of fibroblasts to treat and cure chronic diseases. Notice the word cure. Chronic disease has become normalized, managed, even monetized. We believe that mindset must change.
Our vision is to become the global leader in regenerative medicine. But leadership is not about size; it's about impact. Innovation drives us, urgency propels us, and teamwork sustains us. When you combine those forces, we feel that extraordinary things can happen. Let's talk about where we stand today. We're a clinical-stage biotechnology company with a Phase 1/2 clinical trial underway in diabetic foot ulcers. We've submitted an IND for psoriasis at the end of December, and we have IND-ready assets for multiple sclerosis and degenerative disc disease. This isn't theoretical science; it's advancing science. We maintain a clean balance sheet with $4.9 million in cash as of September 30, 2025. 270+ issued and pending patents. That represents years of research, protection, and foresight.
In an industry where stem cell IP is fragmented across dozens of players, our fibroblast platform stands on broad, defensible ground. Intellectual property isn't just legal protection. It's strategic leverage. Behind every breakthrough is a team willing to endure the challenging road of development. Our leadership team brings more than 60 years of combined experience in medical innovation, product development, finance, and capital markets. Biotech requires resilience, adaptability, and relentless execution. This team has lived that reality and delivered. Our board of directors and scientific advisory board are our guides, and they provide the expertise to navigate technology breakthroughs. With their insights, we're dreaming big and executing our lab work. Think of them as our copilots, ensuring every decision propels us towards curing chronic disease. It's what makes fibroblasts focus on the science and the execution. Here's a bold statement: No chemical compound has ever cured a chronic disease.
Chronic diseases are rooted in immune imbalance and tissue degeneration. These are dynamic biological problems.... Traditional pharmaceuticals can often manage symptoms. They suppress, they block, and they inhibit. But biology is not a switch to be flipped, it's a system to be restored. We believe cures will come from cell therapy, gene therapy, and immunotherapy. These are technologies that work with biology, not against it, and fibroblasts may represent one of the most promising opportunities in that landscape. Why fibroblasts? Well, only two human cells possess the capacity to regenerate tissue and cure chronic disease: fibroblasts and stem cells. Fibroblast cells are master communicators. They regulate inflammation, they recruit other cells, they orchestrate repair. For decades, they've been overlooked in favor of the flashier stem cell technologies because of Dr. Yamanaka's Nobel-winning work reprogramming fibroblasts into stem cells. But fibroblasts were the real star of the show.
Sometimes the most powerful solution isn't exotic, it's fundamental. The scientific literature is beginning to validate what we've believed from the start. Fibroblasts are the cornerstone of regeneration. Comparing stem cells to fibroblasts is like comparing an unstable canoe to a sturdy battleship. Fibroblasts are the battleship, and they win on non-invasive sourcing, they win on immune modulation, ease of culturing, prevalence in the body, manufacturing ease, and low cost. Stem cells have attractive characteristics such as pluripotency, but fibroblasts match or beat them. Our technology leverages this for superior therapies, efficient, they're effective, and economical. It's the smart path to healing. Fibroblasts offer a unique blend of characteristics. They're allogeneic, that is, they're sourced from donors for scalability. They're pluripotent, which means they can become other cell types, and they're also immune modulatory and regenerative. Unlike stem cells' limitations, fibroblasts are abundant and well-characterized.
They function naturally in wound healing and immune signaling. Our pipeline reflects the combination of immune modulation and tissue repair. They excel in wound healing, immune modulation, tissue regeneration. Imagine cells that repair, that calm inflammation, and rebuild. That's fibroblasts. This unique combination lets us target multiple diseases with one platform. It's innovative biology at its best, poised to transform patients' lives. Globally, approximately 33 million diabetes patients develop diabetic foot ulcers. These wounds are not minor complications. They are life-altering events. They lead to infection, amputation, hospitalization, and staggering healthcare costs. The emotional toll on patients is profound. Diabetic foot ulcers cry out for innovation. Few FDA-approved therapies target senescence, which is the cells stop dividing but do not die. This causes chronic inflammation, tissue degeneration, and age-related diseases. Other therapies also do not address poor blood flow or infections effectively.
Our fibroblasts approach fills these gaps, promoting true healing without the pitfalls to boldly forward for better care. Current treatments are often inadequate. We chose diabetic foot ulcers as our lead indication because it represents both a significant commercial opportunity and a deeply human one. If we can improve wound healing here, we can change lives and provide validation for our work with fibroblasts. Our platform is a powerhouse, starting with wound care, but it's also expandable. We use spheroids. These are small spheres containing 1,000-3,000 fibroblasts that attach, migrate, and release healing factors. They have a predictable biologic time release, which gives us advantage of more time on target. Within hours, wounds transform. Our technology is versatile. Imagine the possibilities across other chronic conditions, such as burn victims and postoperative wound treatment.
In animal models, our CYWC-628 fibroblast spheroids outperformed Grafix, the leading technology made by Smith & Nephew, and also our control arm. By day 19, 83.8% wound closure versus 66% for Grafix and 51% for control. Multiple doses showed statistical wins. It's proof our technology accelerates healing dramatically. This is exciting data fueling our trials and real hope for patients. The immune system is a delicate orchestra. In chronic disease, it becomes stuck in inflammation. Biologics also often suppresses immune cells, which can lead to infection and serious side effects. Our fibroblast therapy aims to restore immune homeostasis, not suppress it. We activate the body's own healing process. That shift from suppression to restoration may define the next generation of medicine. Chronic diseases trap the immune system and inflammation on the left or depletion on the right. Current treatments suppress the immune system, but risk infection.
Our fibroblast therapy guides, it guides it back to homeostasis naturally with lasting relief. It's like resetting the body's own compass to health. We're not forcing biology into submission, we're guiding it back to balance. We think that's the future of medicine. Multiple sclerosis affects 2.9 million globally, 1 million in the U.S.... Multiple sclerosis is a devastating autoimmune disease with ongoing unmet need. It's an autoimmune attack on nerves, and there's no cure, just symptom relief with side effects. Our human dermal fibroblast immune modulation could excel in the treatment and cure. We're targeting root causes for true disease modification, bold science for better lives. Our data suggests that human dermal fibroblasts may increase remyelination and reduce both local and systemic inflammation. Remyelination is not just symptom management. It's structural repair of nerve function. That's transformative potential.
IV-administered HDF spheroids for multiple sclerosis, fully characterized for anti-inflammatory immune modulation. They're more potent than stem single cells. They're validated for vascularization and recruitment. They're allogeneic, extended release, and a superior weapon against MS. We're innovating to restore function and hope. CYMS-101's immune modulation towards homeostasis enables the natural expansion of oligodendrocytes, which form the myelin sheath. It inhibits inflammation, suppresses Th17, boosts Tregs, and upregulate anti-inflammatories. CYMS-101 is a multidimensional, local, systemic calm plus repair. It's a holistic approach on MS: potent, natural, and transformative. Homeostasis in neuroscience. In the cuprizone model, fibroblast treatments significantly boost myelin formation in weeks. They are statistically superior to controls. Visuals show the difference: healed brain tissue, repaired myelin sheath. This validates our approach, real remyelination potential for MS patients. These findings support our immune modulation and remyelination hypothesis.
Animal models are stepping stones, but these strong stepping stones build confident bridges to our clinical trials. Degenerative disc disease impacts 266 million globally, 12.5 million in the U.S., with pain, comorbidities, 1.2 million surgeries annually. No modifying treatments, just temporary relief. Fibroblasts appear to reduce inflammation and support cartilage repair within the disc tissue. Imagine addressing the underlying degeneration rather than masking pain. That's the kind of shift we aim to make. Psoriasis, it hits 123 million worldwide, 7.5 million in the U.S., with severe impact on life. There's no cure, and the current treatments are side-effect-laden therapies. Human dermal fibroblast modulation offers long-term relief. Psoriasis represents another immune-mediated condition where immune modulation, rather than immune suppression, may offer durable benefit. Our approach aims to recalibrate, not silence, the immune system.
We're pioneering a safer, effective path to clear skin and confidence. That distinction is profound. We've submitted our IND at the end of December, and we're preparing for clinical advancement. Our early research, CYTER-915 for longevity. By age 60, more than 90% of the thymus function is lost, leading to significant increase in cancer, infection, and chronic inflammation risk. We're reviving thymus function using subcutaneous-administered fibroblast-based organoids to recover the lost functionality of the thymus to extend healthy life. With a potential not previously seen in medicine, UBS projects the human longevity market to become an $8 trillion market in coming years. This is early-stage research, but potentially world-changing. TBC-190 for cancers, bold frontiers with fibroblasts defeating aging and tumors. The future is bright and boundless for our early targets. We're in the ecosystem of human longevity, enhancing organs for extended vitality.
It's not just living longer, it's thriving. Our technology could redefine aging by blending science with extended human lives. Again, thymus shrinks with age, halving every 15 years, with 90% gone by age 60. This leads to inflammation, weak immunity, cancers, and infections. 95% of elder care spends on related chronic disease. Our fibroblasts aim to reverse this by restoring youth to the immune system. You don't have more cancer at 70 than you do at 40. It's just your thymus gland stops teaching your immune system to kill the cancer cells. In summary, our clinical pipeline is advancing rapidly. We have 270+ patents issued and pending, securing our edge with a seasoned team with over 60 years of combined experience. We have near-term trials in DFU, psoriasis, degenerative disc disease, and more. We're poised for breakthroughs in multiple areas, driving value for our shareholders.
Thanks for believing. Together, we will cure chronic disease and redefine medicine for the future. We will now pause to see if there are any questions. Please refer to the rules of conduct and procedures posted on our virtual meeting page to see the types of questions we will not address. We have a question about the status of the diabetic foot ulcer trial and why it may have been delayed. I will say this, what we're doing is like walking on Mars. Everything we do is a step for the first time. When we scale up our manufacturing, you can often run into issues in that manufacturing process. Again, almost everything that we're making, that we're using in the manufacturing process, has to be invented by us, developed by us, prototyped by us.
So we've had a couple of delays in the manufacturing process, but we are currently in manufacturing. Everything looks good, and I will stick with our existing guidance of the trial starting this quarter. What is the timeline for clinical trials of the other four? Well, we filed our IND for psoriasis at the end of December. We should hear back from the FDA any day now. We will use that IND application to teach us for the MS application. They're very similar, so we don't want to file two IND applications, making, providing information to the FDA that they didn't want. So we're using the response we get from psoriasis to teach us for our MS. We'll file that right after we hear from the first, filing on psoriasis.
Our target is to have all four pipeline products IND approved for human trials in this year. How are we using AI to accelerate the production research process? That's a great question. What we have found with AI is that it is almost a big data review at this point in medicine. In the pharmaceutical world, they're using AI because chemical compounds reaction with humans is well-established and well-written about. We had an AI firm approach us. When they looked at fibroblasts, they couldn't find anything else out there except the work that FibroBiologics was doing. So you would need much more data in the fibroblast space to be able to use that to kinda direct us using AI.
I hope in the future that other people's work in fibroblasts will lend itself to AI, but right now, we seem to be the only people using fibroblasts, and so that's difficult to use in an AI sense. If all goes well with trials, when could we bring a product to market? Well, that depends on the FDA and our results in our trial. So if we see the same results in humans that we saw in animals, I'm very encouraged that this will be a rapid pathway to market, but it really depends on those first human trials. There being no other questions, thank you for attending today's meeting.
The conference is now concluded. Thank you for attending today's annual meeting. You may now disconnect.