Annual General Meeting Transcript - FBLG 2026-06-22

Operator

Good morning. Welcome to the Fibrobiologics 2026 Annual Meeting of Stockholders. I would now like to turn the conference over to Pete O'Heron. Please go ahead.

Pete O’Heeron, CEO

Good morning. I'm Pete O'Heron, the founder, chairman, and chief executive officer of Fibrobiologics, and I'll be presiding at this meeting. I'm delighted to welcome you to the 2026 Annual Meeting of Stockholders. And before I call the meeting to order, I'd like to introduce you to the other members of the Fiber Biologics Board of Directors. They're Robert Hoffman, Stacy Cohn, Victoria Nicholas, Richard Cilento, and Matt Lean. As previously announced, Stacy is stepping off the board at the conclusion of this meeting. We wish her well in her future endeavors and we thank her for her service to Fiber Biologics over the last five years. Also present today is Jason Davis, our Chief Financial Officer, Hamid Koja, our Chief Scientific officer, and Ruben Garcia, our general counsel and secretary. Ruben will serve as secretary of this meeting. We are also joined today by Alexander Dundera, a representative with Witham Smith Brown, our independent registered public accounting firm. During the question and answer period following the end of this meeting, we will be available to answer any questions regarding Witham's service to fiber biologics, including the audit of the company's financial statements. I will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement. After the formal part of our meeting, we will provide you with the opportunity to ask questions. Please note that the 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?

Operator

I have an affidavit from Broadridge certifying that on May 5, 2026, a notice of the annual meeting of stockholders of fiber biologics was deposited in the U.S. mail to stockholders of record at the close of business on April 24, 2026. 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.

Pete O’Heeron, CEO

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. This 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?

Operator

Proxies have been received from holders of shares of our comment stock and Series C preferred stock outstanding on the record date. That represents 4,170,598 of the 6,833,915 votes available to be cast at this meeting, which represents approximately 61% 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 may now carry out the official business of the meeting.

Pete O’Heeron, CEO

Thank you.

Operator

The Secretary will now open the polls and describe the voting procedures. The time is 11.03 a.m. Central Time on June 22, 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.

Pete O’Heeron, CEO

Thank you. There are four 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 May 5, 2026. The first item of business is the election of one class three director to hold office until the 2029 annual meeting of stockholders and until his successor has been duly elected and qualified. I, Pete O'Haran, am the director nominee for class three. No other director nominees have been properly submitted for consideration at this meeting. Therefore, no additional nominations may be made at this meeting. The board recommends you vote for the director nominee in this proposal. The second item of business today is the ratification of the appointment of our audit committee of Witham-Smith-Brown as our independent registered public accounting firm for the year ending December 31, 2026. The board recommends you vote for this proposal. The third item of business is to approve the issuance of up to 2,272,728 shares of common stock issuable upon the exercise of outstanding common warrants issued pursuant to securities purchase agreement dated March 31, 2026, and up to 159,091 shares of common stock issuable upon the exercise of outstanding common warrants issued pursuant to our engagement letter with H.C. Wainwright. The board recommends you vote for this proposal. The fourth item of business is to approve the Fiber Biologics 2026 Equity and Incentive Compensation Plan. 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.

Operator

The time is 11.06 a.m. Central Time on June 22, 2026, and the polls are now closed for voting. May we have the results of the voting. The preliminary results of the proposals presented at this meeting are as follows. Pete O'Hearan is elected as a Class III Director to hold office until the 2029 Annual Meeting of Stockholders and until his successor has been duly elected and qualified. The appointment of Witham Smith Brown as an independent registered public accounting firm for the year ending December 31, 2026 is ratified. The issuance of up to 2,272,728 shares of our common stock upon the exercise of outstanding common warrants issued pursuant to the March 2026 Securities Purchase Agreements and up to 159,091 shares of common stock upon the exercise of outstanding common warrants issued pursuant to the A.C. Wainwright Engagement Letter is approved. The Fiber Biologics Inc. 2026 Equity and Incentive Compensation Plan is approved. We expect to report our preliminary voting results or, if available to us on a timely basis, our final voting results on the current report on Form 8K to be filed with the FTC within the next four business days.

Pete O’Heeron, CEO

This concludes the formal portion of today's meeting and the meeting is now adjourned. We will now address questions relating to Fiber Biologics business. There's a Q&A button on your screen that you can use to submit your 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 that our 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 slide on your screen and then our filings with the SEC for discussion of the factors that could cause or 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.

Operator

The first question is?

Operator

We've received a question from stockholders regarding our reverse stock split and noting the trading price of our common stock currently below a dollar, wanting to know the risk of another reverse split or Sutton NASDAQ delisting. As we've disclosed in our public filings, We are in a monitoring period with NASDAQ through early next year, so we are continually monitoring compliance with the various listing rules and will take necessary actions as needed to maintain listings if it is appropriate. Another question relates to our equity in the case of a delisting. Nothing happens to stockholders' share of common stock if there is a delisting. It will just be a switch of trading market to an electronic system, but there is no change to folks underlying equity holdings in our company.

Operator

Thank you for attending today's meeting. The conference is now concluded.

Pete O’Heeron, CEO

Thank you for attending today's annual meeting.

Operator

You may now disconnect.